GSAA HOME EQUITY TRUST 2007-8 ASSET-BACKED CERTIFICATES SERIES 2007-8 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor CITIBANK, N.A., AS TRUSTEE FOR GSAA HOME EQUITY TRUST 2007-8 as Assignee and FIFTH...
Exhibit
99.6
Execution
Copy
ASSET-BACKED
CERTIFICATES
SERIES
2007-8
among
GS
MORTGAGE SECURITIES CORP.,
as
Assignor
CITIBANK,
N.A., AS TRUSTEE
as
Assignee
and
FIFTH
THIRD MORTGAGE COMPANY
as
Servicer
and
as acknowledged by
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
as
Master Servicer
Dated
as of
July
30, 2007
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT made this 30th day of
July, 2007
(this “Assignment Agreement”), among Fifth Third Mortgage Company, a New
York corporation (the “Servicer”), Citibank, N.A. (“Citibank”),
not in its individual capacity, but solely as trustee (in such capacity, the
“Trustee”) on behalf of GSAA Home Equity Trust 2007-8 (the
“Assignee”), and GS Mortgage Securities Corp., a Delaware corporation
(the “Assignor” or “Depositor”), and as acknowledged by Xxxxx
Fargo Bank, National Association (“Xxxxx Fargo”), as master servicer (in
such capacity, the “Master Servicer”).
WHEREAS,
Xxxxxxx Xxxxx Mortgage Company (“GSMC”) and the Servicer have entered
into the Mortgage Loan Sale and Servicing Agreement, dated as of March 1, 2007
(the “Sale and Servicing Agreement”), pursuant to which the Servicer sold
to the Assignor certain mortgage loans listed on the mortgage loan schedule
attached as an exhibit to the Sale and Servicing Agreement;
WHEREAS,
GSMC has assigned and conveyed certain mortgage loans (the “Mortgage
Loans”), which Mortgage Loans are subject to the provisions of the Sale and
Servicing Agreement and the Sale and Servicing Agreement, to the Assignor
pursuant to an Assignment, Assumption and Recognition Agreement, dated as of
July 30, 2007 (the “GSMC Assignment Agreement”);
WHEREAS,
the Assignee has agreed on certain terms and conditions to purchase from the
Assignor the Mortgage Loans acquired by the Assignor pursuant to the GSMC
Assignment Agreement, which Mortgage Loans are listed on the mortgage loan
schedule attached as Exhibit 1 hereto (the “Mortgage Loan
Schedule”); and
WHEREAS,
pursuant to a Master Servicing and Trust Agreement, dated as of July 1, 2007
(the “Trust Agreement”), among the Depositor, Citibank, as Trustee, U.S,
Bank National Association, as a custodian, Deutsche Bank National Trust Company,
as a custodian, The Bank of New York Trust Company, National Association, as
a
custodian, and Xxxxx Fargo, as Master Servicer, securities administrator and
as
a custodian, the Assignor will transfer the Mortgage Loans to the Assignee,
together with the Assignor’s rights under the Sale and Servicing Agreement, to
the extent relating to the Mortgage Loans (other than the rights of the Assignor
to indemnification thereunder).
NOW
THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Assignment
and Assumption.
(a) The
Assignor hereby assigns to the Assignee, as of the date hereof, all of its
right, title and interest in and to the Mortgage Loans and the GSMC Assignment
Agreement (including without limitation the rights of GSMC under the Sale and
Servicing Agreement and the Sale and Servicing Agreement, to the extent assigned
to the Assignor under the GSMC Assignment Agreement, but excluding Subsection
7.04 of the Sale and Servicing Agreement) from and after the date hereof, and
the Assignee hereby assumes all of the Assignor’s obligations under the Sale and
Servicing Agreement, to the extent relating to the Mortgage Loans from and
after
July 30, 2007, and the Servicer hereby acknowledges such assignment and
assumption and hereby agrees to the release of the Assignor from any obligations
under the Sale and Servicing Agreement from and after July 30, 2007, to the
extent relating to the Mortgage Loans.
(b) The
Assignor represents and warrants to the Assignee that the Assignor has not
taken
any action which would serve to impair or encumber the Assignor’s ownership
interest in the Mortgage Loans since the date of the Sale and Servicing
Agreement.
(c) The
Servicer and the Assignor shall have the right to amend, modify or terminate
the
Sale and Servicing Agreement or the Sale and Servicing Agreement without the
joinder of the Assignee with respect to mortgage loans not conveyed to the
Assignee hereunder, provided, however, that such amendment,
modification or termination shall not affect or be binding on the
Assignee.
(a) Accuracy
of the Sale and Servicing Agreement. The Servicer and the
Assignor represent and warrant to the Assignee that (i) attached hereto as
Exhibit 2 is a true, accurate and complete copy of the Sale and
Servicing Agreement, (ii) the Sale and Servicing Agreement is in full force
and effect Sale and Servicing Agreement) will be subject to the supervision
of
the Master Servicer and that the Master Servicer, acting on behalf of the
Assignee as the owner of the Mortgage Loans, shall have the same rights as
were
assigned by GSMC, in its capacity as the original “Owner” under the Sale and
Servicing Agreement, to the Assignor under the GSMC Assignment Agreement, and
further assigned hereunder by the Assignor to the Assignee. Such
rights that Master Servicer may enforce on behalf of the Assignee will include,
without limitation, the right to terminate 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 and the right to exercise certain rights of consent and approval
relating to actions taken by the Servicer.
(b) All
reports and other data required to be delivered by the Servicer to the “Owner”
under the Sale and Servicing Agreement shall be delivered to the Master Servicer
at the address set forth in Section 10 hereof. All remittances
required to be made to the Trustee, as the successor in interest to the Assignor
under the Sale and Servicing Agreement, shall be made instead to the Master
Servicer by wire transfer to the following account:
Xxxxx
Fargo Bank, National Association
ABA
#: 000000000
For
credit to: SAS Clearing
Acct
#:
3970771416
FFC
to:
GSAA 2007-8 Acct # 53169600
(c) Monthly
Reporting
Notwithstanding
anything to the contrary in the Sale and Servicing Agreement, with respect
to
the Mortgage Loans, not later than the tenth (10th) calendar
day of
each month (or if such tenth (10th) calendar
day is
not a Business Day, the immediately succeeding Business Day), the Servicer
shall
furnish to the Master Servicer (i) (a) monthly loan data in the format set
forth
in Exhibit 3 hereto (or in such other format mutually agreed-upon between
the Servicer and the Master Servicer), (b) default loan data in the format
set
forth in Exhibit 4 hereto (or in such other format mutually agreed-upon
between the Servicer and the Master Servicer) and (c) information regarding
realized losses and gains in the format set forth in Exhibit 5 hereto (or
in such other format mutually agreed-upon between the Servicer and the Master
Servicer), in each case relating to the period ending on the last day of the
preceding calendar month, (ii) all such information required pursuant to clause
(i)(a) above on a magnetic tape, electronic mail, or other similar media
reasonably acceptable to the Master Servicer and (iii) all supporting
documentation with respect to the information required under the preceding
paragraph.
3
2. Representations
and Warranties of the Assignee. The Assignee hereby represents
and warrants to the Assignor as follows:
(a) Decision
to Purchase. The Assignee represents and warrants that it is a
sophisticated investor able to evaluate the risks and merits of the transactions
contemplated hereby, and that it has not relied in connection therewith upon
any
statements or representations of the Assignor or the Servicer other than those
contained in the Sale and Servicing Agreement or this Assignment
Agreement.
(b) Authority. The
Assignee hereto represents and warrants that it is duly and legally authorized
to enter into this Assignment Agreement and to perform its obligations hereunder
and under the Sale and Servicing Agreement.
(c) Enforceability. The
Assignee hereto represents and warrants that this Assignment Agreement has
been
duly authorized, executed and delivered by it and (assuming due authorization,
execution and delivery thereof by each of the other parties hereto) constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (regardless of whether
such
enforcement is considered in a proceeding in equity or at law).
3. Representations
and Warranties of the Assignor. The Assignor hereby represents
and warrants to the Assignee as follows:
(a) Organization. The
Assignor has been duly organized and is validly existing as a corporation in
good standing under the laws of the State of Delaware with full power and
authority (corporate and other) to enter into and perform its obligations under
the Sale and Servicing Agreement and this Assignment Agreement.
(b) Enforceability. This
Assignment Agreement has been duly executed and delivered by the Assignor,
and,
assuming due authorization, execution and delivery by each of the other parties
hereto, constitutes a legal, valid, and binding agreement of the Assignor,
enforceable against it in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium, or other similar laws affecting
creditors’ rights generally and to general principles of equity regardless of
whether enforcement is sought in a proceeding in equity or at law.
4
(c) No
Consent. The execution, delivery and performance by the Assignor
of this Assignment Agreement and the consummation of the transactions
contemplated hereby do not require the consent or approval of, the giving of
notice to, the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency, except such
as
has been obtained, given, effected or taken prior to the date
hereof.
(d) Authorization;
No Breach. The execution and delivery of this Assignment
Agreement have been duly authorized by all necessary corporate action on the
part of the Assignor; neither the execution and delivery by the Assignor of
this
Assignment Agreement, nor the consummation by the Assignor of the transactions
herein contemplated, nor compliance by the Assignor with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under,
any
of the provisions of the governing documents of the Assignor or any law,
governmental rule or regulation or any material judgment, decree or order
binding on the Assignor or any of its properties, or any of the provisions
of
any material indenture, mortgage, deed of trust, contract or other instrument
to
which the Assignor is a party or by which it is bound.
(e) Actions;
Proceedings. There are no actions, suits or proceedings pending
or, to the knowledge of the Assignor, threatened, before or by any court,
administrative agency, arbitrator or governmental body (A) with respect to
any
of the transactions contemplated by this Assignment Agreement or (B) with
respect to any other matter that in the judgment of the Assignor will be
determined adversely to the Assignor and will, if determined adversely to the
Assignor, materially adversely affect its ability to perform its obligations
under this Assignment Agreement.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 5 shall survive delivery of the respective mortgage loan documents
to
the Assignee or its designee and shall inure to the benefit of the Assignee
and
its assigns notwithstanding any restrictive or qualified endorsement or
assignment. Upon the discovery by the Assignor or the Assignee and
its assigns of a breach of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice to the other
parties to this Assignment Agreement, and in no event later than two (2)
Business Days from the date of such discovery. It is understood and
agreed that the obligations of the Assignor set forth in Section 6 to repurchase
a Mortgage Loan constitute the sole remedies available to the Assignee and
its
assigns on their behalf respecting a breach of the representations and
warranties contained in this Section 5.
It
is
understood and agreed that the Assignor has made no representations or
warranties to the Assignee other than those contained in this Section 5, and
no
other affiliate of the Assignor has made any representations or warranties
of
any kind to the Assignee.
4. Repurchase
of Mortgage Loans. Upon discovery or notice of any breach by the
Assignor of any representation, warranty or covenant under this Assignment
Agreement that materially and adversely affects the value of any Mortgage Loan
or the interest of the Assignee therein (it being understood that any such
defect or breach shall be deemed to have materially and adversely affected
the
value of the related Mortgage Loan or the interest of the Assignee therein
if
the Assignee incurs a loss as a result of such defect or breach), the Assignee
promptly shall request that the Assignor cure such breach and, if the Assignor
does not cure such breach in all material respects within sixty (60) days from
the date on which it is notified of the breach, the Assignee may enforce the
Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee
at the Repurchase Price as defined in the Sale and Servicing
Agreement. Notwithstanding the foregoing, however, if such breach is
a Qualification Defect as defined in the Sale and Servicing Agreement, such
cure
or repurchase must take place within sixty (60) days of discovery of such
Qualification Defect.
5
In
the
event the Servicer has breached a representation or warranty under the Sale
and
Servicing Agreement that is substantially identical to, or covers the same
matters as, a representation or warranty breached by the Assignor hereunder,
the
Assignee shall first proceed against the Servicer. If the Servicer
does not within ninety (90) days after notification of the breach, take steps
to
cure such breach (which may include certifying to progress made and requesting
an extension of the time to cure such breach, as permitted under the Sale and
Servicing Agreement) or purchase the Mortgage Loan, the Assignee shall be
entitled to enforce the obligations of the Assignor hereunder to cure such
breach or to purchase the Mortgage Loan from the Trust. In such
event, the Assignor shall succeed to the rights of the Assignee to enforce
the
obligations of the Servicer to cure such breach or repurchase such Mortgage
Loan
under the terms of the Sale and Servicing Agreement with respect to such
Mortgage Loan. In the event of a repurchase of any Mortgage Loan by
the Assignor, the applicable custodian on behalf of the Trustee shall promptly
deliver to the Assignor or its designee the related Mortgage File and the
Trustee shall assign to the Assignor all of the Assignee’s rights under the Sale
and Servicing Agreement, but only insofar as the Sale and Servicing Agreement
relates to such Mortgage Loan.
Except
as
specifically set forth herein, the Assignee shall have no responsibility to
enforce any provision of this Assignment Agreement, to oversee compliance
hereof, or to take notice of any breach or default thereof.
5. Termination;
Optional Clean-Up Call.
In
connection with the Trust Agreement, the Master Servicer hereby agrees to the
following obligations described below. For purposes of this
Section 7 only, any capitalized term used but not defined in this
Assignment Agreement has the same meaning assigned thereto in the Trust
Agreement.
In
the
event that a Person specified in Section 11.01 of the Trust Agreement chooses
to
exercise its option set forth therein to purchase the Mortgage Loans and REO
Properties or to conduct an Auction Call for such property of the Trust Fund,
as
the case may be, by no later than the 10th day of
the month
of the final distribution, such Person shall notify the Depositor, the Trustee
and the Securities Administrator of the final Distribution Date and of the
applicable purchase or sale price of the Mortgage Loans and REO Properties
determined and in the manner as provided in the Trust Agreement.
In
the
event the Mortgage Loans and REO Properties are purchased or sold pursuant
to
Section 11.01 of the Trust Agreement, the Master Servicer shall remit to the
Securities Administrator the applicable Termination Price on the Remittance
Date
immediately preceding the applicable final Distribution Date. Upon
such final deposit with respect to the Trust Fund and the receipt by the
Securities Administrator and the Custodians of a Request for Release therefor,
the Master Servicer shall direct the Custodians to release to the Master
Servicer or its designee the Custodial Files for the Mortgage
Loans.
6
6. Continuing
Effect. Except as contemplated hereby, the Sale and Servicing
Agreement and the Sale and Servicing Agreement shall remain in full force and
effect in accordance with their respective terms.
7. Governing
Law.
THIS
ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
EACH
PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND
ALL
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON,
OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS ASSIGNMENT AGREEMENT, OR
ANY
OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS
OF SUCH PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER
INTO THIS ASSIGNMENT AGREEMENT.
8. Notices. Any
notices or other communications permitted or required hereunder or under the
Sale and Servicing Agreement shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or transmitted
by
telex, telegraph or telecopier and confirmed by a similar mailed writing,
to:
(a) in
the
case of the Servicer,
Fifth
Third Mortgage Company
00
Xxxxxxxx Xxxxxx
Cincinnati,
Ohio 45263
or
such
address as may hereafter be furnished by the Servicer;
(b) in
the
case of the Master Servicer,
Xxxxx
Fargo Bank, National Association
P.O.
Box
98
Columbia,
Maryland 21046
Attention: Client
Manager - GSAA 2007-8
7
or
in the
case of overnight deliveries:
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Columbia,
Maryland 21045
Attention: Client
Manager - GSAA 2007-8
or
such
address as may hereafter be furnished by the Master Servicer;
(c) in
the
case of the Trustee or the Assignee,
Citibank,
N.A.
000
Xxxxxxxxx Xxxxxx
14th
Floor
Attention:
GSAA Home Equity Trust 2007-8
or
such
other address as may hereafter be furnished by the Trustee or Assignee;
and
(d) in
the
case of the Assignor,
GS
Mortgage Securities Corp.
00
Xxxxx
Xxxxxx
Attention: Xxxxx
Xxxxxxx
Tel.:
(000) 000-0000
Fax: (000)
000-0000
or
such
other address as may hereafter be furnished by the Assignor.
9. Counterparts. This
Assignment Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument.
10. Definitions. Any
capitalized term used but not defined in this Assignment Agreement has the
meaning assigned thereto in the Sale and Servicing Agreement.
11. Third
Party Beneficiary. The parties agree that the Master Servicer is
intended to be, and shall have the rights of, a third party beneficiary of
this
Assignment Agreement.
8
12. Trustee
Capacity. It is expressly understood and agreed by the parties
hereto that (i) this Assignment Agreement is executed and delivered by Citibank,
not individually or personally but solely on behalf of GSAA Home Equity Trust
2007-8, as the Assignee, in the exercise of the powers and authority conferred
and vested in it, (ii) each of the representations, undertakings and agreements
by Citibank is made and intended for the purpose of binding only the GSAA Home
Equity Trust 2007-8, (iii) nothing herein contained shall be construed as
creating any liability for Citibank, individually or personally, to perform
any
covenant (either express or implied) contained herein, and all such liability,
if any, is hereby expressly waived by the parties hereto, and such waiver shall
bind any third party making a claim by or through one of the parties hereto,
and
(iv) under no circumstances shall Citibank be personally liable for the payment
of any indebtedness or expenses of the GSAA Home Equity Trust 2007-8, or be
liable for the breach or failure of any obligation, representation, warranty
or
covenant made or undertaken by the GSAA Home Equity Trust 2007-8 under this
Assignment Agreement, the Trust Agreement or any related document.
9
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
the
day and year first above written.
GS MORTGAGE SECURITIES CORP. |
|
By:
/s/ Xxxx X.
Xxxxx
|
|
Name:
Xxxx X. Xxxxx
|
|
Title:
Vice President
|
CITIBANK, N.A., not in its individual capacity but solely as Trustee |
|
By:
/s/ Xxxxx
Xxxxxxxxxx
|
|
Name:
Xxxxx Xxxxxxxxxx
|
|
Title:
Vice President
|
FIFTH
THIRD MORTGAGE COMPANY
|
|
By:
/s/ Xxxxxx
Xxxxxx
|
|
Name:
Xxxxxx Xxxxxx
|
|
Title:
Assistant Vice President
|
Acknowledged
and Agreed:
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Master
Servicer
By:
/s/ Xxxxxx
Xxxx
Name: Xxxxxx
Xxxx
Title:
Vice President
FifthThird
Step 2
AAR
EXHIBIT
1
Mortgage
Loan Schedule
[On
File
with the Securities Administrator as provided by the Depositor]
EXHIBIT
2
Sale
and Servicing Agreement
[On
File
with the Depositor]
EXHIBIT
3
Standard
Loan Level File
Layout – Master Servicing
|
||||
|
|
|
||
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
Each
file requires the following fields:
|
|
|
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 20 digits
|
20
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported by
the
Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the
Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
1
Exhibit
1:Continued
|
Standard
Loan Level File Layout
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|
Action
Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 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
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
BREACH_FLAG
|
Flag
to indicate if the repurchase of a loan is due to a breach of
Representations and Warranties
|
Y=Breach
N=NO
Breach
Let
blank if N/A
|
1
|
2
EXHIBIT
4
Standard
File Layout – Delinquency Reporting
*The
column/header names in bold are the minimum
fields Xxxxx Fargo must receive from every Servicer
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
||||
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR
|
|
|||||
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|||||
CLIENT_NBR
|
Servicer
Client Number
|
||||||
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify a
group of
loans in their system.
|
|
|||||
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||||||
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||||||
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|||||
PROP_STATE
|
The
state where the property located.
|
|
|||||
PROP_ZIP
|
Zip
code where the property is located.
|
|
|||||
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at the
end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|||||
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|||||
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|||||
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|||||
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|||||
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|||||
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|||||
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|||||
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||||||
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|||||
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|||||
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions to
begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|||||
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|||||
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|||||
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|||||
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|||||
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
||||
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|||||
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|||||
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
||||
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|||||
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
||||
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|||||
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
1
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 ($)
|
||||
BPO_DATE
|
The
date the BPO was done.
|
|
|
2
CURRENT_FICO
|
The
current FICO score
|
|
|
||||
HAZARD_CLAIM_FILED_DATE
|
The
date the Hazard Claim was filed with the Hazard Insurance
Company.
|
10
|
MM/DD/YYYY
|
||||
HAZARD_CLAIM_AMT
|
The
amount of the Hazard Insurance Claim filed.
|
11
|
No
commas(,) or dollar signs ($)
|
||||
HAZARD_CLAIM_PAID_DATE
|
The
date the Hazard Insurance Company disbursed the claim
payment.
|
10
|
MM/DD/YYYY
|
||||
HAZARD_CLAIM_PAID_AMT
|
The
amount the Hazard Insurance Company paid on the claim.
|
11
|
No
commas(,) or dollar signs ($)
|
||||
ACTION_CODE
|
Indicates
loan status
|
Number
|
|||||
NOD_DATE
|
|
|
MM/DD/YYYY
|
||||
NOI_DATE
|
|
|
MM/DD/YYYY
|
||||
ACTUAL_PAYMENT_PLAN_START_DATE
|
|
|
MM/DD/YYYY
|
||||
ACTUAL_PAYMENT_
PLAN_END_DATE
|
|
|
|
||||
ACTUAL_REO_START_DATE
|
|
|
MM/DD/YYYY
|
||||
REO_SALES_PRICE
|
|
|
Number
|
||||
REALIZED_LOSS/GAIN
|
As
defined in the Sale and Servicing Agreement
|
|
Number
|
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
|
3
·
|
Fair
|
·
|
Gone
|
·
|
Good
|
·
|
Poor
|
·
|
Special
Hazard
|
·
|
Unknown
|
4
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 xxxxxxxxx’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
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
5
Calculation
of Realized
Loss/Gain Form 332– Instruction Sheet
NOTE: Do
not net or combine items. Show all expenses individually and all
credits as separate line items. Claim packages are due on the
remittance report date. Late submissions may result in claims not
being passed until the following month. The Servicer is responsible
to remit all funds pending loss approval and /or resolution of any disputed
items.
|
The
numbers on the 332 form correspond with the numbers listed
below.
|
Liquidation
and Acquisition Expenses:
|
1.
|
The
Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
|
2.
|
The
Total Interest Due less the aggregate amount of servicing fee that
would
have been earned if all delinquent payments had been made as agreed.
For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
|
3.
|
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage
Loan as calculated on a monthly basis. For documentation, an Amortization
Schedule from date of default through liquidation breaking out the
net
interest and servicing fees advanced is
required.
|
4-12.
|
Complete
as applicable. Required
documentation:
|
* For
taxes and insurance advances – see page 2 of 332 form - breakdown required
showing period of coverage, base tax, interest, penalty. Advances
prior to default require evidence of servicer efforts to recover
advances.
* For
escrow advances - complete payment history (to
calculate advances from last positive escrow balance forward)
* Other
expenses - copies of corporate advance history showing all
payments
* REO
repairs> $1500 require explanation
* REO
repairs>$3000 require evidence of at least 2 bids.
* Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved
Officer Certificate
* Unusual
or extraordinary items may require further documentation.
|
13.
|
The
total of lines 1 through 12.
|
Credits:
|
14-21.
|
Complete
as applicable. Required
documentation:
|
*
Copy of
the HUD 1 from the REO sale. If a 3rd Party Sale,
bid
instructions and Escrow Agent / Attorney Letter
of
Proceeds Breakdown.
* Copy
of EOB for any MI or gov't guarantee
1
* 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
( ).
|
2
Calculation
of Realized Loss/Gain Form 332
Prepared
by: __________________ Date: _______________
Phone: ______________________ Email
Address:_____________________
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION 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:
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)
|
5-1
______________________________________
|
________________
|
(12)
|
|
Total
Expenses
|
$
_______________
|
(13)
|
|
Credits:
|
|||
(14)
|
Escrow
Balance
|
$
_______________
|
(14)
|
(15)
|
HIP
Refund
|
________________
|
(15)
|
(16)
|
Rental
Receipts
|
________________
|
(16)
|
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
(18)
|
Primary
Mortgage Insurance / Gov’t Insurance
|
||
________________
(18a) HUD Part A
|
|||
________________
(18b) HUD Part B
|
|||
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
_________________________________________
|
________________
|
(21)
|
|
Total
Credits
|
$________________
|
(22)
|
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
(23)
|
5-2
|
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
5-3