Exhibit 99.1
SERVICING AGREEMENT
This Servicing Agreement ("Agreement") made as of September 1, 2007,
is among Xxxxx Fargo Bank N.A., as master servicer (the "Master Servicer"), HSBC
Bank USA, National Association, as trustee (the "Trustee"), Xxxxx Fargo Bank,
N.A., as Securities Administrator (the "Securities Administrator") and Xxxxx
Fargo Bank, N.A. (the "Company").
WITNESSETH
WHEREAS, Wilshire Credit Corporation and PHH Mortgage Corporation
serviced the mortgage loans listed on Attachment 1 hereto (the "Transferred
Mortgage Loans") for the benefit of the Xxxxxxx Xxxxx Mortgage Backed Securities
Trust, Series 2007-3;
WHEREAS, Xxxxxxx Xxxxx Mortgage Lending, Inc. ("MLML"), as servicing
rights owner for the Transferred Mortgage Loans, will terminate Wilshire Credit
Corporation and PHH Mortgage Corporation as servicers of the Mortgage Loans as
of September 1, 2007;
WHEREAS, the Company has purchased from MLML the servicing rights to
the Transferred Mortgage Loans pursuant to the Flow Servicing Rights Purchase
and Sale Agreement, dated as of January 1, 2007, between the Company and MLML,
and attached hereto as Attachment 2;
WHEREAS, the Company and Xxxxxxx Xxxxx Bank, USA ("MLBUSA"), as
purchaser, entered into the Seller's Warranties and Servicing Agreement (WFHM
Mortgage Loan Series 2006-W90), dated as of November 1, 2006 (the "Xxxxx Fargo
Servicing Agreement"), between MLBUSA and the Company, and attached hereto as
Attachment 3;
WHEREAS, the Company hereby agrees to service the Transferred Mortgage
Loans as of the date hereof and in accordance with the servicing provisions
contained in the Xxxxx Fargo Servicing Agreement, as amended by this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto agree that the Transferred Mortgage Loans shall be
subject to the terms of this Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Xxxxx Fargo Servicing
Agreement.
1. Modification of the Xxxxx Fargo Servicing Agreement
In connection with the servicing and administration of the Transferred
Mortgage Loans, the Xxxxx Fargo Servicing Agreement shall be modified as
follows:
(a) All references to the words "Xxxxxxx Xxxxx Bank USA" and
"Purchaser" shall be replaced by the words "Xxxxxxx Xxxxx Mortgage Backed
Securities Trust, Series 2007-3".
(b) The definition of "Remittance Date" in Article I is modified by
deleting the words "immediately following" and replacing them with "immediately
preceding".
(c) Article I is modified by deleting the definition of "Business Day"
in its entirety and replacing it with the following:
"Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a
day on which the New York Stock Exchange or Federal Reserve is closed or on
which banking and savings and loan institutions in the State of Maryland,
State of Minnesota or State of California are authorized or obligated by
law or executive order to be closed."
(d) The definition of "Third-Party Originator" shall be inapplicable
for purposes of this Agreement.
(e) The following definition is added to Article I:
"Prepayment Interest Shortfall: On any Remittance Date, the sum of the
differences between (a) interest actually received in a Due Period as a
result of a full principal prepayment or partial principal prepayment or
other unscheduled receipt of principal (including as a result of a
liquidation) on each Transferred Mortgage Loan as to which such a payment
is received and (b) the scheduled interest portion of the Monthly Payment
of such Transferred Mortgage Loan, adjusted to the applicable Mortgage Loan
Remittance Rate."
(f) Article III (with the Company restating as of the date hereof each
of the representations and warranties in Section 3.01) is hereby amended as
follows:
i. Section 3.01(b) shall be replaced with the following:
"The consummation of the transactions contemplated by this Agreement
are in the ordinary course of business of the Company, who is in the
business of selling and servicing loans;"
ii. Section 3.01(c) shall be replaced with the following:
"Neither the execution and delivery of this Agreement or the
transactions contemplated hereby, nor the fulfillment of or compliance with
the terms and conditions of this Agreement will conflict with or result in
a breach of any of the terms, articles of association or by-laws or any
legal restriction or any agreement or instrument to which the Company is
now a party or by which it is bound, or constitute a default or result in
the violation of any law, rule, regulation order, judgment or decree to
which the Company or its property is subject, or impair the ability of the
Purchaser to realize on the Mortgage Loans, or impair the value of the
Mortgage Loans;"
iii. Section 3.01(f) shall be replaced with the following:
"The Company does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant contained in this
Agreement. The Company is solvent;"
iv. Section 3.01(h) shall be replaced with the following:
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"No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Company of or compliance by the Company with this
Agreement or if required, such approval has been obtained prior to the
Transfer Date (as defined in the Purchase Agreement);"
v. Sections 3.01(i) - Selection Process, (k) - Sale Treatment and (m)
- No Broker's Fee shall be deleted in their entirety and replaced with the
following:
"[Reserved]."
(g) Section 3.02 is modified by deleting such section in its entirety
and replacing it with the following:
"[Reserved]."
(h) Notwithstanding anything to the contrary in Section 3.03 of the
Xxxxx Fargo Servicing Agreement or any other provision of the Xxxxx Fargo
Servicing Agreement, a breach of the representations and warranties contained in
Section 3.01 of the Xxxxx Fargo Servicing Agreement, as modified hereby, shall
be remedied either (i) pursuant to the applicable indemnification provisions
within Section 3.03 of the Xxxxx Fargo Servicing Agreement or (ii) by
termination of the Company, as servicer, pursuant to Section 11.01 of the Xxxxx
Fargo Servicing Agreement
(i) Section 4.01 is hereby modified by adding the following new
paragraph after the second paragraph of such section.
"Notwithstanding the foregoing, in the event that any Mortgage Loan is
in default or, in the judgment of the Company, such default is reasonably
foreseeable, the Company, consistent with Accepted Servicing Practices may
waive, modify or vary any term of such Mortgage Loan (including, but not
limited to, modifications that change the Mortgage Interest Rate, forgive
the payment of principal or interest or extend the final maturity date of
such Mortgage Loan), accept payment from the related Mortgagor of an amount
less than the scheduled principal balance in final satisfaction of such
Mortgage Loan, or consent to the postponement of strict compliance with any
such term or otherwise grant indulgence to any Mortgagor if in the
Company's determination such waiver, modification, postponement or
indulgence is not materially adverse to the interests of the Xxxxxxx Xxxxx
Mortgage Backed Securities Trust, Series 2007-3."
(j) The first paragraph of Section 4.04 is hereby modified by
replacing the phrase "Xxxxx Fargo Bank, N.A., in trust for the Purchaser and/or
subsequent purchasers of Mortgage Loans - P&I." with "Xxxxx Fargo Bank, N. A.,
as Servicer, in trust for Xxxxx Fargo Bank, N. A., as Securities Administrator
for Xxxxxxx Xxxxx Mortgage Backed Securities Trust, Series 2007-3, Mortgage
Pass-Through Certificates."
(k) Section 4.04(viii) is hereby modified by deleting such section in
its entirety and replacing it with the following:
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"with respect to each Principal Prepayment any Prepayment Interest
Shortfall to be paid by the Company out of its funds; provided, however,
that in no event shall the aggregate of deposits made by the Company
pursuant to this clause (viii) exceed the aggregate amount of the Company's
Servicing Fee in the calendar month in which such deposits are required;"
(l) The first paragraph of Section 4.06 is hereby modified by
replacing the phrase "Xxxxx Fargo Bank, N.A., in trust for the Purchaser and/or
subsequent purchasers of the Residential Mortgage Loans, and various Mortgagors
- T&I." with "Xxxxx Fargo Bank, N. A., as Servicer, in trust for Xxxxx Fargo
Bank, N. A., as Securities Administrator for Xxxxxxx Xxxxx Mortgage Backed
Securities Trust, Series 2007-3, Mortgage Pass-Through Certificates."
(m) The third paragraph of Section 4.10 is hereby deleted and is
replaced with the following:
"If a Mortgage is secured by a unit in a condominium project, the
Company shall use reasonable efforts to verify that the coverage required
of the owner's association, including hazard, flood, liability and fidelity
coverage is being maintained."
The fourth paragraph of Section 4.10 is hereby amended by
deleting the following from the end of such paragraph:
"and if the Mortgagor does not obtain such coverage, the Company shall
immediately force place the required coverage on the Mortgagor's behalf"
(n) Section 4.13 is hereby deleted in its entirety and replaced with
the following:
"The Company or its agent shall inspect the Mortgaged Property as
often as deemed necessary by the Company in accordance with Accepted
Servicing Practices or as may be required by the primary mortgage guaranty
insurer, to assure itself that the value of the Mortgaged Property is being
preserved. The Company shall keep a record of each such inspection and,
upon request, shall provide the Xxxxxxx Xxxxx Mortgage Backed Securities
Trust, Series 2007-3 with an electronic report of each such inspection."
(o) Section 4.15 is hereby amended by adding "or other applicable
law." immediately following "et seq." in the first paragraph of such section.
(p) Section 4.23 is deleted in its entirety and replaced with the
following:
Section 4.23 Credit Reporting. To the extent that the Company has
serviced the Mortgage Loans for a period of sixty (60) days, for each
Mortgage Loan, the Company shall furnish, on a monthly basis, complete
information on the related borrower credit files to Equifax, Experian and
Trans Union Credit Information Company, in accordance with the Fair Credit
Reporting Act and its implementing regulations.
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(q) Section 5.01 is hereby modified by deleting the second paragraph
in its entirety and replacing it with the following:
"With respect to any remittance received by the Master Servicer after
the Business Day on which such payment was due, the Company shall pay to
the Purchaser interest on any such late payment at an annual rate equal to
the Prime Rate, adjusted as of the date of each change, plus three (3)
percentage points, but in no event greater than the maximum amount
permitted by applicable law. Such interest shall be deposited in the
Custodial Account by the Company on the date such late payment is made and
shall cover the period commencing with the Business Day on which such
payment was due and ending with the Business Day on which such payment is
made, both inclusive. Such interest shall be remitted along with the
distribution payable on the next succeeding Remittance Date. Payments by
the Company of any such interest shall not be deemed an extension of time
for payment or a waiver of any Event of Default by the Company."
(r) Section 5.02 is hereby modified by deleting such section in its
entirety and replacing it with the following:
"On or before the tenth calendar day of each month (or if such day is
not a Business Day, the immediately preceding Business Day), the Company
shall furnish to the Master Servicer a delinquency report in the form set
forth in Exhibit J-1, a monthly remittance advice in the form set forth in
Exhibit J-2, and a realized loss report in the form set forth in Exhibit
J-3, each in a mutually agreeable electronic format, as to the latest Due
Period, together with such other information with respect to the Mortgage
Loans as the Master Servicer may reasonably require to allocate
distributions made pursuant to this Agreement and to provide appropriate
statements in connection therewith."
(s) The second paragraph of Section 6.02 is hereby deleted and
replaced with the following:
"If the Company satisfies or releases the lien of the Mortgage without
first having obtained payment in full of the indebtedness secured by the
Mortgage (other than as a result of a modification of the Mortgage pursuant
to the terms of this Agreement or a liquidation of the Mortgaged Property
pursuant to the terms of this Agreement) or should the Company otherwise
prejudice any rights the Xxxxxxx Xxxxx Mortgage Backed Securities Trust,
Series 2007-3 may have under the mortgage instruments, the Company shall
deposit in the Custodial Account the entire outstanding principal balance,
plus all accrued interest on the related Mortgage Loan, on the day
preceding the next Remittance Date. The Company shall maintain the Fidelity
Bond and Errors and Omissions Insurance Policy as provided for in Section
4.12 insuring the Company against any loss it may sustain with respect to
any Mortgage Loan not satisfied in accordance with the procedures set forth
herein."
(t) Section 6.04 is hereby modified by replacing the phrase "the
Purchaser, any Master Servicer and any Depositor" in each instance with "the
Master Servicer".
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(u) Section 6.06 is hereby modified by replacing the phrase "the
Purchaser, any Master Servicer and any Depositor" in each instance with "the
Master Servicer".
(v) Section 9.01(e) is hereby modified by replacing the phrase
"subsection (d)" with "subsection (e)" in each instance.
(w) Section 9.01(e)(i) and Section 9.01(e)(ii) are hereby deleted in
their entirety and replaced with "Reserved".
(x) Section 9.01(e)(iv) is hereby modified by replacing the phrase "If
so requested by the Purchaser or any Depositor for" with "For".
(y) Section 9.01(f)(i) is hereby modified by replacing the phrase
"Sections 4.24" with "Sections 4.26".
(z) Section 9.01(f)(ii) is hereby modified by replacing the phrase
"any breach by the Company of its obligations under this Section 9.01(e)" with
"any breach by the Company of its obligations under Sections 4.26, 6.04, 6.06
and 9.01(e)".
(aa) Section 9.01(f)(iv) is hereby modified by replacing the phrase
"is performance under this Section 9.01(e)" with "its performance under Sections
4.26, 6.04, 6.06 and 9.01(e)".
(bb) Section 10.01(ii) is hereby modified by adding the following
language to the beginning of such section: "except with respect to clause (x)
below,"
(cc) The Xxxxx Fargo Servicing Agreement is modified by adding the
following new exhibits at the end thereto:
EXHIBIT J-1
EXHIBIT : STANDARD FILE LAYOUT - DELINQUENCY REPORTING
* The column/header names in BOLD are the minimum fields Xxxxx Fargo must
receive from every Servicer
FORMAT
COLUMN/HEADER NAME DESCRIPTION DECIMAL 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.
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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 MM/DD/YYYY
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 been approved by MM/DD/YYYY
the courts
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was Granted.
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure MM/DD/YYYY
Action
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 ($)
EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property MM/DD/YYYY
from the borrower.
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is occupied.
PROP_CONDITION_CODE A code that indicates the condition of the property.
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
CURR_PROP_VAL The current "as is" value of the property based on brokers 2
price opinion or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth if repairs are 2
completed pursuant to a broker's price opinion or appraisal.
IF APPLICABLE:
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a borrower to stop paying on a
loan. Code indicates the reason why the loan is in default for
this cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY
Insurance Company.
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MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
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 MM/DD/YYYY
Insurer
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 ($)
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING
The LOSS MIT TYPE field should show the approved Loss Mitigation Code as
follows:
- ASUM- Approved Assumption
- BAP- Borrower Assistance Program
- CO- Charge Off
- DIL- Deed-in-Lieu
- FFA- Formal Forbearance Agreement
- MOD- Loan Modification
- PRE- Pre-Sale
- SS- Short Sale
- MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided
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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
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EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED
The FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as
follows:
DELINQUENCY CODE DELINQUENCY DESCRIPTION
---------------- -----------------------------------------
001 FNMA-Death of principal mortgagor
002 FNMA-Illness of principal mortgagor
003 FNMA-Illness of mortgagor's family member
004 FNMA-Death of mortgagor's family member
005 FNMA-Marital difficulties
006 FNMA-Curtailment of income
007 FNMA-Excessive Obligation
008 FNMA-Abandonment of property
009 FNMA-Distant employee transfer
011 FNMA-Property problem
012 FNMA-Inability to sell property
013 FNMA-Inability to rent property
014 FNMA-Military Service
015 FNMA-Other
016 FNMA-Unemployment
017 FNMA-Business failure
019 FNMA-Casualty loss
022 FNMA-Energy environment costs
023 FNMA-Servicing problems
026 FNMA-Payment adjustment
027 FNMA-Payment dispute
029 FNMA-Transfer of ownership pending
030 FNMA-Fraud
031 FNMA-Unable to contact borrower
INC FNMA-Incarceration
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EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED
The FNMA DELINQUENT STATUS CODE field should show the Status of Default as
follows:
STATUS CODE STATUS DESCRIPTION
----------- ------------------------------------------
09 Forbearance
17 Pre-foreclosure Sale Closing Plan Accepted
24 Government Seizure
26 Refinance
27 Assumption
28 Modification
29 Charge-Off
30 Third Party Sale
31 Probate
32 Military Indulgence
43 Foreclosure Started
44 Deed-in-Lieu Started
49 Assignment Completed
61 Second Lien Considerations
62 Veteran's Affairs-No Bid
63 Veteran's Affairs-Refund
64 Veteran's Affairs-Buydown
65 Chapter 7 Bankruptcy
66 Chapter 11 Bankruptcy
67 Chapter 13 Bankruptcy
EXHIBIT J-2
STANDARD LOAN LEVEL 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 Text up to 20 digits 20
group of loans.
LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10
investor.
11
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or 11
interest payment that a borrower is expected to dollar signs ($)
pay, P&I constant.
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
SERV_FEE_RATE The servicer's fee rate for a loan as reported 4 Max length of 6 6
by the Servicer.
SERV_FEE_AMT The servicer's fee amount for a loan as reported 2 No commas(,) or 11
by the Servicer. dollar signs ($)
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or 11
Servicer. dollar signs ($)
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6
forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or 11
beginning of the processing cycle. dollar signs ($)
ACTL_END_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or 11
end of the processing cycle. dollar signs ($)
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY 10
borrower's next payment is due to the Servicer,
as reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or 11
curtailment amount, if applicable. dollar signs ($)
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or 11
curtailment amount, if applicable. dollar signs ($)
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EXHIBIT 1: CONTINUED STANDARD LOAN LEVEL FILE LAYOUT
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT MAX SIZE
----------- ------------------------------------------------ ------- -------------------- --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or 11
curtailment amount, if applicable. dollar signs ($)
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or 11
the Servicer. dollar signs ($)
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
Action Code Key: 2
ACTION_CODE The standard FNMA numeric code used to indicate 15=Bankruptcy,
the default/delinquent status of a particular 30=Foreclosure, ,
loan. 60=PIF,
63=Substitution,
65=Repurchase,70=REO
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or 11
reported by the Servicer. dollar signs ($)
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or 11
applicable. dollar signs ($)
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or 11
dollar signs ($)
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or 11
if applicable. dollar signs ($)
PLUS THE FOLLOWING APPLICABLE FIELDS:
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due 2 No commas(,) or 11
at the beginning of the cycle date to be passed dollar signs ($)
through to investors.
SCHED_END_PRIN_BAL The scheduled principal balance due to investors 2 No commas(,) or 11
at the end of a processing cycle. dollar signs ($)
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or 11
the Servicer for the current cycle -- only dollar signs ($)
applicable for Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or 11
service fee amount for the current cycle as dollar signs ($)
reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or 11
Servicer for the current reporting cycle -- dollar signs ($)
only applicable for Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or 11
service fee amount for the current reporting dollar signs ($)
cycle as reported by the Servicer -- only
applicable for Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or 11
prepays on his loan as reported by the dollar signs ($)
Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or 11
waived by the servicer. dollar signs ($)
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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 MM/DD/YYYY 10
for the loan.
MOD_TYPE The Modification Type. Varchar - value can 30
be alpha or numeric
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or 11
advances made by Servicer. dollar signs ($)
BREACH_FLAG Flag to indicate if the repurchase of a loan is Y=Breach 1
due to a breach of Representations and N=NO Breach
Warranties Let blank if N/A
EXHIBIT J-3
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
14
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all
payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and
WFB's approved Servicing Officer certification
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
CREDITS:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid
instructions and Escrow Agent / Attorney Letter of Proceeds
Breakdown.
* 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 (______).
15
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
HUD Part B ______________(18b)
16
(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)
17
ESCROW DISBURSEMENT DETAIL
TYPE PERIOD OF
(TAX /INS.) DATE PAID COVERAGE TOTAL PAID BASE AMOUNT PENALTIES INTEREST
----------- --------- --------- ---------- ----------- --------- --------
18
Any provisions relating to the sale of the Mortgage Loans in the Xxxxx
Fargo Servicing Agreement are inapplicable for purposes of this Agreement.
2. Miscellaneous
The Company hereby acknowledges that the Master Servicer, acting pursuant
to the terms of the Pooling and Servicing Agreement, dated as of July 1, 2007,
among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (the "Depositor"),
Xxxxx Fargo Bank N.A., as master servicer (the "Master Servicer") and securities
administrator (the "Securities Administrator"), and HSBC Bank USA, National
Association, as trustee (the "Trustee") (the "Pooling and Servicing Agreement"),
has the right to enforce all obligations of the Company, as they relate to the
Transferred Mortgage Loans, under the Xxxxx Fargo Servicing Agreement, as
modified by this Agreement. Such right will include, without limitation, the
right to indemnification, the right to terminate the Company under the Xxxxx
Fargo Servicing Agreement upon the occurrence of an Event of Default thereunder
and the right to exercise certain rights of consent and approval relating to
actions taken by the Company under the Xxxxx Fargo Servicing Agreement. In
addition, any notice required to be given by the "Purchaser" pursuant to Section
10.01 of the Xxxxx Fargo Servicing Agreement shall be given by the Master
Servicer. The Company further acknowledges that pursuant to the terms of the
Pooling and Servicing Agreement, the Master Servicer is required to monitor the
performance of the Company under the Xxxxx Fargo Servicing Agreement, as
modified by this Agreement. The Master Servicer shall have the right to receive
all remittances required to be made by the Company under the Xxxxx Fargo
Servicing Agreement, the right to receive all monthly reports and other data
required to be delivered by the Company under the Xxxxx Fargo Servicing
Agreement, as modified by this Agreement, the right to examine the books and
records of the Company pertaining to the Transferred Mortgage Loans under the
Xxxxx Fargo Servicing Agreement and the right to indemnification under the Xxxxx
Fargo Servicing Agreement. In addition, if the Company shall fail to remit any
payment pursuant to the Xxxxx Fargo Servicing Agreement, as modified by this
Agreement, the Master Servicer shall notify the Company of such failure as set
forth in Section 10.01 of the Xxxxx Fargo Servicing Agreement.
In connection therewith, the Company hereby agrees that all remittances
required to be made with respect to the Transferred Mortgage Loans pursuant to
the Xxxxx Fargo Servicing Agreement will be made in accordance with the
following wire transfer instructions:
Bank: Xxxxx Fargo Bank, N.A.
ABA Routing Number: 000-000-000
Account Name: Corporate Trust Clearing
Account Number: 0000000000
For Credit to: MLMBS Series 0000-0,
Xxxx# 53168000
and the Company shall deliver all reports required to be delivered under the
Xxxxx Fargo Servicing Agreement to the Master Servicer at:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Services Manager--MLMBS 2007-3
19
It is the intention of the parties hereto that this Agreement shall be
binding upon and inure to the benefit of the respective successors and assigns
of the parties hereto.
All demands, notices and communications related to the Transferred Mortgage
Loans, the Xxxxx Fargo Servicing Agreement and this Agreement shall be in
writing and shall be deemed to have been duly given if personally delivered or
mailed by registered mail, postage prepaid, as follows:
a. In the case of the Company,
Xxxxx Fargo Bank, N.A.
1 Home Xxxxxx
Xxx Xxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxx, MAC X2302-033
Fax: (000) 000-0000
with a copy to:
Xxxxx Fargo Bank, N.A.
1 Home Campus
Xxx Xxxxxx, Xxxx 00000-0000
Attention: General Counsel MAC X2401-06T
b. In the case of MLML,
Xxxxxxx Xxxxx Mortgage Lending, Inc.
World Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMBS 2007-3
c. In the case of the Depositor,
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMBS 2007-3
d. In the case of the Master Servicer,
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - MLMBS 2007-3
20
e. In the case of the Trustee,
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: CTLA - Xxxxxxx Xxxxx Mortgage Investors, Inc.,
MLMBS Series 2007-3
3. This Agreement shall be construed in accordance with the laws of the
State of New York, without regard to conflicts of law principles (other than
Section 5-1401 of the New York General Obligations Law which shall govern), and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
4. No term or provision of this 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.
5. This Agreement shall inure to the benefit of the successors and assigns
of the parties hereto. Any entity into which any party hereto may be merged or
consolidated shall without the requirement for any further writing, be deemed to
be parties hereto as if such entity was originally a signatory hereto.
6. This 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.
7. In the event that any provision of this Agreement conflicts with any
provision of Xxxxx Fargo Servicing Agreement with respect to the Transferred
Mortgage Loans, the terms of this Agreement shall control.
8. Each party will pay any commissions, fees and expenses, including
attorney's fees, it has incurred in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this Agreement.
[signature pages follow]
21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Company
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Master Servicer
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
HSBC BANK USA, NATIONAL ASSOCIATION
Trustee
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Securities Administrator
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Acknowledged by:
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
Depositor
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ATTACHMENT l
TRANSFERRED MORTGAGE LOAN SCHEDULE
[Intentionally Omitted]
2
ATTACHMENT 2
FLOW SERVICING RIGHTS PURCHASE AND SALE AGREEMENT
[Intentionally Omitted]
ATTACHMENT 3
XXXXX FARGO SERVICING AGREEMENT
See Exhibit 99.2 to this Form 8K
