ASSIGNMENT AND RECOGNITION AGREEMENT
Exhibit
99.10a
EXECUTION
VERSION
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT (this “Assignment Assignment”), dated as of
May 1, 2007, is entered into among Xxxxxx Xxxxxxx Capital I Inc., a Delaware
corporation (the “Assignee”), Xxxxxx Xxxxxxx Mortgage Capital Inc. (the
“Assignor”), Republic Federal Bank National Association, formerly known as The
Hemisphere National Bank, a national banking association (the “Company”), and
acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-8XS (the “Trust”), and Xxxxx Fargo Bank,
National Association, as master servicer (or any successor master servicer,
the
“Master Servicer”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree as
follows:
Assignment
and
Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
all of the right, title and interest of the Assignor, as purchaser, in, to
and
under and all obligations related to (a) those certain Mortgage Loans
listed on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit
A (the “Mortgage Loans”) and (b) except as described below, that certain
Second Amended and Restated Mortgage Loan Sale and Servicing Agreement (the
“Sale and Servicing Agreement”), dated as of February 1, 2007, between the
Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely
insofar as the Sale and Servicing Agreement relates to the Mortgage
Loans. For the avoidance of doubt, all of the Mortgage Loans are
“Servicing Retained” (as such term is defined in the Sale and Servicing
Agreement).
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations of the
Assignor with respect to (a) Subsection 7.05 of
the Sale and Servicing Agreement or (b) any mortgage loans subject to the
Sale and Servicing Agreement which are not the Mortgage Loans set forth on
the
Mortgage Loan Schedule and are not the subject of this Assignment
Agreement.
Recognition
of the
Company
2. From
and after May 31, 2007 (the “Closing Date”), the Company shall and does hereby
recognize that the Assignee will transfer the Mortgage Loans and assign its
rights and obligations under the Sale and Servicing Agreement (solely to the
extent set forth herein) and this Assignment Agreement to the Trust created
pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2007 (the
“Pooling and Servicing Agreement”), among the Assignee, the Trustee and Xxxxx
Fargo Bank, National Association, as master servicer and as securities
administrator. The Company hereby acknowledges and agrees that from
and after the Closing Date (i) the Trust will be the owner of the Mortgage
Loans, (ii) the Company shall look solely to the Trust for performance of
any obligations of the Assignor insofar as they relate to the Mortgage Loans,
(iii) except as provided in the
1
preceding
paragraph, the Trust (including the Trustee and the Master Servicer acting
on
the Trust’s behalf) shall have all the rights and remedies available to the
Assignor, insofar as they relate to the Mortgage Loans, under the Sale and
Servicing Agreement (as modified by Section 6 below), including, without
limitation, the enforcement of the document delivery requirements set forth
in
Section 6 of the Sale and Servicing Agreement, and shall be entitled to
enforce all of the obligations of the Company thereunder insofar as they relate
to the Mortgage Loans, and (iv) all references to the Purchaser, the
Custodian or the Bailee under the Sale and Servicing Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
the Trustee and the Master Servicer acting on the Trust’s
behalf). Such rights will include, without limitation, the right to
terminate the Company, as servicer (in such capacity, the “Servicer”), under the
Sale and 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 Sale and Servicing Agreement, the right to receive all
monthly reports and other data required to be delivered by the Servicer under
the Sale and Servicing Agreement, the right to examine the books and records
of
the Servicer to the extent provided in the Sale and Servicing Agreement,
indemnification rights and the right to exercise certain rights of consent
and
approval relating to actions taken by Assignor. Neither the Company
nor the Assignor shall amend or agree to amend, modify, waive, or otherwise
alter any of the terms or provisions of the Sale and Servicing Agreement which
amendment, modification, waiver or other alteration would in any way affect
the
Mortgage Loans or the Company’s performance under the Sale and Servicing
Agreement with respect to the Mortgage Loans without the prior written consent
of the Master Servicer. 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: 53153400, MSM 2007-8XS
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 Manager, MSM 2007-8XS
Office
Number: (000) 000-0000
Telecopier:
(000) 000-0000
Representations
and
Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee, the Master
Servicer and the Trust as of the date hereof that:
2
(a) The
Company is duly organized, validly existing and in good standing under the
laws
of the jurisdiction of its formation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Assignment Agreement and has full power and authority
to
perform its obligations under the Sale and Servicing Agreement. The
execution by the Company of this Assignment Agreement is in the ordinary course
of the Company’s business and will not conflict with, or result in a breach of,
any of the terms, conditions or provisions of the Company’s charter or bylaws or
any legal restriction, or any material agreement or instrument to which the
Company is now a party or by which it is bound, or result in the violation
of
any law, rule, regulation, order, judgment or decree to which the Company or
its
property is subject. The execution, delivery and performance by the
Company of this Assignment Agreement have been duly authorized by all necessary
corporate action on part of the Company. This Assignment Agreement
has been duly executed and delivered by the Company, and, upon the due
authorization, execution and delivery by the Assignor, the Assignee, the Master
Servicer and the Trust, will constitute the valid and legally binding obligation
of the Company, enforceable against the Company in accordance with its terms
except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors’ rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at
law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or made
by
the Company in connection with the execution, delivery or performance by the
Company of this Assignment Agreement; and
(d) There
is no action, suit, proceeding or investigation pending or threatened against
the Company, before any court, administrative agency or other tribunal, which
would draw into question the validity of this Assignment Agreement or the Sale
and Servicing Agreement, or which, either in any one instance or in the
aggregate, would result in any material adverse change in the ability of the
Company to perform its obligations under this Assignment Agreement or the Sale
and Servicing Agreement, and the Company is solvent.
(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).
3
4. (a)
Pursuant to Section 15 of the Sale and Servicing Agreement, the Company hereby
represents and warrants, for the benefit of the Assignor, the Assignee, the
Master Servicer and the Trust, that the representations and warranties set
forth
in Section 7.01 and Section 7.02 of the Sale and Servicing Agreement with
respect to the Mortgage Loans are true and correct as of the date hereof as
if
such representations and warranties were made on the date hereof unless
otherwise specifically stated in such representations and
warranties.
(b) It
is expressly understood and agreed by the parties hereto that (i) this
Assignment Agreement 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,
(ii)
each of the representations, undertakings and agreements herein made on the
part
of assignee is made and intended not as personal representations, undertakings
and agreements by LaSalle Bank National Association but is made and intended
for
the purpose of binding only the Trust, (iii) nothing herein contained shall
be
construed as creating any liability for LaSalle Bank National Association,
individually or personally, to perform any covenant (either express or implied)
contained herein and (iv) under no circumstances shall LaSalle Bank National
Association be personally liable for the payment of any indebtedness or expenses
of the Trust, or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under
this
Assignment Agreement and (v) all recourse for any payment liability or other
obligation of the Assignee shall be had solely to the assets of the
Trust.
Remedies
for Breach of
Representations and Warranties
5. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee, the Master Servicer and the Trust (including the Trustee
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections 3
and 4
hereof shall be as set forth in Subsection 7.03 of the Sale and Servicing
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein).
Amendments
to Sale and
Servicing Agreement
6. The
parties to this Assignment Agreement hereby agree to amend the Sale and
Servicing Agreement solely with respect to the Mortgage Loans as
follows:
(a) The
definition of “Servicing Fee Rate” in Section 1 of the Sale and Servicing
Agreement is hereby amended and restated in its entirety as
follows:
“Servicing
Fee
Rate: With respect to each adjustable-rate Mortgage Loan,
0.375% per annum and with respect to each fixed-rate Mortgage Loan, 0.250%
per
annum.”
(b) Subsections
11.19 and 11.20 of the Sale and Servicing Agreement are hereby
deleted.
4
(c) Subsection
13.01 (b) of the Sale and Servicing Agreement is hereby amended and restated
in
its entirety as follows:
“failure
by the Servicer to duly observe or perform, in any material respect, any other
covenants, obligations or agreements of the Servicer as set forth in this
Agreement (except as provided in Subsection 34.07) which failure continues
unremedied for a period of sixty (60) days (or, in the case of (i) the servicer
compliance statement required under Subsection 34.04, (ii) the report on
assessment of compliance and attestation required under Subsection 34.05, or
(iii) the certification required under Section 15 in the form of Exhibit 16,
five (5) 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 the
Purchaser;”
(d) Section
14.02 of the Sale and Servicing Agreement is hereby deleted.
(e) The
second sentence of Subsection 34.06(a) is hereby amended as
follows:
“Any
notices required by this Subsection 34.06(a) shall be sent via telecopier or
certified or registered mail to the addresses set forth in Section 7 of the
Assignment Agreement.”
(f) The
following paragraph is hereby incorporated into the Sale and Servicing Agreement
as new Section 35:
“Third
Party
Beneficiary. For purposes of this Agreement, including but not
limited to Subsections 34.04 and 34.05, any Master Servicer shall be considered
a third party beneficiary to this Agreement entitled to all the rights and
benefits accruing to any Master Servicer herein as if it were a direct party
to
this Agreement.”
(g) Exhibit
9 to the Sale and Servicing Agreement is hereby replaced in its entirety with
the Amended and Restated Exhibit 9 attached to this Assignment Agreement as
Exhibit II.
(h) Exhibits
16 to the Sale and Servicing Agreement is hereby replaced in its entirety with
Exhibit A-1 to this Assignment Agreement.
(i) Written
notice provided in compliance with Sections 34.03(d), (e) or (g) of the Sale
and
Servicing Agreement shall be substantially in the form of Exhibit C-1 to this
Assignment Agreement.
Notices
7. Any
notices or other communications permitted or required under the Sale and
Servicing Agreement to be made to the Company, Assignor, Assignee, and the
Trustee shall be made in accordance with the terms of the Sale and Servicing
Agreement and shall be sent to the Assignee and Trustee as follows:
5
In
the
case of Assignor:
Xxxxxx
Xxxxxxx Mortgage Capital Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-8XS
With
a
copy to:
Xxxxxx
Xxxxxxx & Co. Incorporated
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
General Counsel’s Office
In
the
case of Assignee:
Xxxxxx
Xxxxxxx Capital I Inc.
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-8XS
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 2007-8XS
In
the
case of the Company, as Seller:
Republic
Federal Bank N.A.
0000
Xxxxxxxx Xxx Xxxxx, 00xx
Xxxxx
Xxxxx,
Xxxxxxx 00000
Attention:
Xxxxxx Xxxx
With
a
copy to:
Republic
Federal Bank N.A.
0000
X.
X. 00xx Xxxxxx, Xxxxx 000
Xxxxx,
Xxxxxxx 00000
Attention:
Xxxx Xxxxxxx
6
In
the
case of the Company, as Servicer:
Republic
Federal Bank N.A.
0000
X.
X. 00xx Xxxxxx, Xxxxx 000
Xxxxx,
Xxxxxxx 00000
Attention:
Xxxx Xxxxxxx
With
a
copy to:
Republic
Federal Bank N.A.
0000
Xxxxxxxx Xxx Xxxxx, 00xx
Xxxxx
Xxxxx,
Xxxxxxx 00000
Attention:
Xxxxxx Xxxx
or
to
such other address as may hereafter be furnished by Assignee and the Trustee
to
the parties in accordance with the provisions of the Sale and Servicing
Agreement.
Miscellaneous
8. This
Assignment Agreement shall be construed in accordance with the laws of the
State
of New York to the extent such laws are not preempted by federal law,
without giving effect to the conflict of laws provisions of the laws of the
State of New York, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance therewith.
9. No
term or provision of this Assignment Agreement may be waived or modified unless
such waiver or modification is in writing and signed by the party against whom
such waiver or modification is sought to be enforced, with the prior written
consent of the Master Servicer and the Trustee.
10. This
Assignment Agreement shall inure to the benefit of the successors and assigns
of
the parties hereto, including the Master Servicer and the Trust (including
the
Trustee acting on the Trust’s behalf). Any entity into which
Assignor, Assignee, Master Servicer or Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor,
Assignee, Master Servicer or Company, respectively, hereunder.
11. Each
of this Assignment Agreement and the Sale and Servicing Agreement shall survive
the conveyance of the Mortgage Loans and the assignment of the Sale and
Servicing Agreement (to the extent assigned hereunder) by Assignor to Assignee
and by Assignee to the Trust and nothing contained herein shall supersede or
amend the terms of the Sale and Servicing Agreement.
The
Company hereby agrees that, for so
long as the Trust is reporting under the Exchange Act, its obligations under
Section 34 of the Sale and Servicing Agreement, as modified by this Assignment
Agreement, shall survive the termination and removal of the Company as servicer
of the Mortgage Loans in the Trust and continue to apply for each calendar
year
or portion thereof during which the Company had serviced the Mortgage
Loans.
7
12. This
Assignment Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.
13. In
the event that any provision of this Assignment Agreement conflicts with any
provision of the Sale and Servicing Agreement with respect to the Mortgage
Loans, the terms of this Assignment Agreement shall control.
14. Capitalized
terms used in this Assignment Agreement (including the exhibits hereto) but
not
defined in this Assignment Agreement shall have the meanings given to such
terms
in the Sale and Servicing Agreement or, if not defined therein, in the Pooling
and Servicing Agreement. In the event that the definition of a
capitalized term in the Sale and Servicing Agreement conflicts with the
definition of that capitalized term in the Pooling and Servicing Agreement,
the
definition in the Pooling and Servicing Agreement shall control.
8
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment the day and
year first above written.
XXXXXX
XXXXXXX MORTGAGE CAPITAL INC.
By:
/s/
Xxxxxxx
Xxx
Name:
Xxxxxxx Xxx
Title:
Vice President
XXXXXX
XXXXXXX CAPITAL I INC.
By:
/s/
Xxxxxxx
Xxx
Name:
Xxxxxxx Xxx
Title:
Vice President
REPUBLIC
FEDERAL BANK N.A.
By:
/s/
Xxxxxx
Cock
Name:
Xxxxxx Cock
Title:
Chairman & CEO
By:
/s/ Xxxxxx
Xxxxxxxx
Name:
Xxxxxx Xxxxxxxx
Title:
President
9
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 2007-8XS
By:
/s/
Xxxx
Xxxxx
Name:
Xxxx Xxxxx
Title:
Vice President
10
EXHIBIT
I
Mortgage
Loan
Schedule
[see
Schedule A to Pooling and
Servicing Agreement]
EXH.
I-1
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 ($)
|
||
BPO_DATE |
The
date the BPO was done.
|
|
|
||
CURRENT_FICO |
The
current FICO score
|
|
|
||
HAZARD_CLAIM_FILED_DATE |
The
date the Hazard Claim was filed with the Hazard Insurance
Company.
|
10
|
MM/DD/YYYY
|
2
HAZARD_CLAIM_AMT |
The
amount of the Hazard Insurance Claim filed.
|
11
|
No
commas(,) or dollar signs ($)
|
||
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
|
3
Exhibit
IIB: Standard
File Codes – Delinquency
Reporting
The
Loss
Mit Type
field should show the approved Loss Mitigation Code as follows:
•
|
ASUM-
|
Approved
Assumption
|
|
•
|
BAP-
|
Borrower
Assistance Program
|
|
•
|
CO-
|
Charge
Off
|
|
•
|
DIL-
|
Deed-in-Lieu
|
|
•
|
FFA-
|
Formal
Forbearance Agreement
|
|
•
|
MOD-
|
Loan
Modification
|
|
•
|
PRE-
|
Pre-Sale
|
|
•
|
SS-
|
Short
Sale
|
|
•
|
MISC-
|
Anything
else approved by the PMI or Pool
Insurer
|
NOTE:
Xxxxx
Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply
Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior
to
sending the file.
The
Occupant
Code
field should show the current status of the property code as
follows:
•
|
Mortgagor
|
|
•
|
Tenant
|
|
•
|
Unknown
|
|
•
|
Vacant
|
The
Property
Condition field should show the last reported condition of the
property as follows:
•
|
Damaged
|
|
•
|
Excellent
|
|
•
|
Fair
|
|
•
|
Gone
|
|
•
|
Good
|
|
•
|
Poor
|
|
•
|
Special
Hazard
|
|
•
|
Unknown
|
4
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
|
5
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
|
6
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 ($)
|
11
|
2
Exhibit
1: Continued
|
Standard
Loan Level File
Layout
|
|||
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
Varchar
– value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made
by
Servicer.
|
2
|
No
comma(,) or dollar signs ($)
|
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
|
3
Exhibit
2: Monthly Summary
Report by Single Investor
MONTHLY
SUMMARY
REPORT
For
Month Ended: mm/dd/yyyy
|
Servicer
Name
|
Prepared
by:
|
Investor
Nbr
|
Section 1. Remittance and Ending Balances – Required Data | ||||
Beginning
Loan
Count
|
Ending
Loan
Count
|
Total
Monthly
Remittance
Amo.
|
Total
Ending Unpaid
Principal
Balance
|
Total
Monthly Principal Balance
|
0
|
0
|
$0.00
|
$0.00
|
$0.00
|
Principal
Calculation
|
||
1.
|
Monthly
Principal Due
|
+
$0.00
|
2.
|
Current
Curtailments
|
+
$0.00
|
3.
|
Liquidations
|
+
$0.00
|
4.
|
Other
(attach explanation)
|
+
$0.00
|
5.
|
Principal
Due
|
$0.00
|
6.
|
Interest
(reported
“gross”)
|
+
$0.00
|
7.
|
Interest
Adjustments on Curtailments
|
+
$0.00
|
8.
|
Servicing
Fees
|
−
$0.00
|
9.
|
Other
Interest (attach explanation)
|
+
$0.00
|
10.
|
Interest
Due (need
to subtract ser
fee)
|
+
$0.00
|
Remittance
Calculation
|
||
11.
|
Total
Principal and Interest Due (lines 5+10)
|
+
$0.00
|
12.
|
Reimbursement
of Non-Recoverable Advances
|
−
$0.00
|
13.
|
Total
Realized Gains
|
+
$0.00
|
14.
|
Total
Realized Losses
|
−
$0.00
|
15.
|
Total
Prepayment Penalties
|
+
$0.00
|
16.
|
Total
Non-Supported Compensating Interest
|
−
$0.00
|
17.
|
Other
(attach explanation)
|
$0.00
|
18.
|
Net
Funds Due on or before Remittance Date
|
$
$0.00
|
Section
2. Delinquency Report – Optional Data for Loan
Accounting
|
|||||||
Installments
Delinquent
|
|||||||
Total
No.
of
Loans
|
Total
No.
of
Delinquencies
|
30-
Days
|
60-
Days
|
90
or more
Days
|
In
Foreclosure
(Optional)
|
Real
Estate
Owned
(Optional)
|
Total
Dollar
Amount
of
Delinquencies
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
4
Section
3. REG AB
Summary Reporting – REPORT ALL APPLICABLE FIELDS
|
||
REG
XX
XXXXXX
|
LOAN
COUNT
|
BALANCE
|
PREPAYMENT
PENALTY AMT
|
0
|
$0.00
|
PREPAYMENT
PENALTY AMT WAIVED
|
0
|
$0.00
|
DELINQUENCY
P&I AMOUNT
|
0
|
$0.00
|
5
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.
|
1.
|
|
|
2.
|
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.
|
3. 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 fro 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.
|
EXH.
II-1
|
Total
Realized Loss
(or Amount of Any
Gain)
|
|
23.
|
The
total derived from subtractng line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis
(
).
|
EXH.
II-2
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
|
EXH.
II-3
(19)
|
Pool
Insurance Proceeds
|
_______________(19)
|
(20)
|
Proceeds
from Sale of Acquired Property
|
_______________(20)
|
(21)
|
Other
(itemize)
|
_______________(21)
|
_______________________________________
|
_______________(21)
|
|
Total
Credits
|
$
_______________(22)
|
|
Total
Realized Loss (or Amount
of Gain)
|
$
_______________(23)
|
EXH.
II-4
|
Escrow
Disbursement
Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of
Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
EXH.
II-5
EXHIBIT
A-1
FORM
OF
ANNUAL CERTIFICATION
|
Re:
|
The
[ ] agreement dated as of
[ ], 200[
] (the “Agreement”),
among [IDENTIFY PARTIES]
|
I,
________________________________, the _____________________ of Wachovia
Mortgage
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 B to the Regulation
AB
Compliance Addendum to the 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.
EXH.
A-1-1
Date:
_______________________
By:
_______________________
Name:
Title:
Name:
Title:
EXH.
X-0-0
XXXXXXX
X-0
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
|
EXH.
B-1-1
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.
|
[REPUBLIC
FEDERAL BANK N.A.]
|
|
[NAME
OF SUBSERVICER]
|
|
Date:
_________________________________
|
|
By:
__________________________________
|
|
Name:
|
|
Title:
|
EXHIBIT
C-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 2007-8XS - SEC REPORT PROCESSING
RE: **Additional
Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section [34.03(d)][34.03(e)][34.03(g)] of the Sale and Servicing
Agreement, dated as of December 1, 2005, as amended by the Assignment,
Assumption and Recognition Agreement dated as of [date], among Xxxxxx Xxxxxxx
Capital I Inc., as Depositor, Republic Federal Bank N.A., 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: