GSAA HOME EQUITY TRUST 2007-9 ASSET-BACKED CERTIFICATES SERIES 2007-9 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor CITIBANK, N.A., AS TRUSTEE FOR GSAA HOME EQUITY TRUST 2007-9 as Assignee and WELLS...
among
GS
MORTGAGE SECURITIES CORP.,
as
Assignor
CITIBANK,
N.A., AS TRUSTEE
as
Assignee
and
XXXXX
FARGO BANK, N.A.
as
Servicer
and
as acknowledged by
XXXXX
FARGO BANK, N.A.,
as
Master Servicer
Dated
as of
September
28, 2007
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment Agreement”) is
made this 28th day of September, 2007, among Xxxxx Fargo Bank, N.A. (“Xxxxx
Fargo”), a national banking association (in such capacity, the
“Servicer”), GS Mortgage Securities Corp., a Delaware corporation (the
“Assignor”), and 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 2007-9 (the “Assignee”), and as
acknowledged by Xxxxx Fargo, as master servicer (in such capacity, the
“Master Servicer”).
WHEREAS,
Xxxxxxx Sachs Mortgage Company (“GSMC”) and the Servicer have entered
into (i) the Second Amended and Restated Master Seller’s Warranties and
Servicing Agreement, dated as of November 1, 2005, (ii) the Assignment and
Conveyance Agreement (WFHM 2007-PA15), dated as of July 26, 2007 (together,
the
“Servicing Agreement”) pursuant to which the Servicer sold to GSMC
certain mortgage loans listed on the mortgage loan schedule attached as an
exhibit to the Servicing Agreement;
WHEREAS,
GSMC has assigned and conveyed certain mortgage loans (the “Mortgage
Loans”), which Mortgage Loans are subject to the provisions of the Servicing
Agreement, to the Assignor pursuant to an Assignment, Assumption and Recognition
Agreement, dated as of September 28, 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 A hereto (the “Mortgage Loan
Schedule”); and
WHEREAS,
pursuant to a Master Servicing and Trust Agreement, dated as of September 1,
2007 (the “Trust Agreement”), among the Depositor, Citibank, as Trustee,
U.S. Bank National Association, as a custodian, The Bank of New York Trust
Company, National Association, as a custodian, Deutsche Bank National Trust
Company, 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 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 Servicing
Agreement to the extent assigned to the Assignor under the GSMC Assignment
Agreement) from and after the date hereof, and the Assignee hereby assumes
all
of the Assignor’s obligations under the Servicing Agreement, to the extent
relating to the Mortgage Loans from and after the date hereof; the
1
Servicer
hereby acknowledges such assignment and assumption and hereby agrees to the
release of the Assignor from any obligations under the Servicing Agreement
from
and after the date hereof, 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 Servicing
Agreement.
(c) The
Servicer and the Assignor shall have the right to amend, modify or terminate
the
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.
2. Accuracy
of Servicing Agreement.
The
Servicer and the Assignor represent and warrant to the Assignee that (i)
attached as Exhibit B to the GSMC Assignment Agreement is a true,
accurate and complete copy of the Servicing Agreement, (ii) the Servicing
Agreement is in full force and effect as of the date hereof, (iii) except as
provided under the GSMC Assignment Agreement, the Servicing Agreement has not
been amended or modified in any respect and (iv) no notice of termination has
been given to the Servicer under the Servicing Agreement. The
Servicer, in its capacity as seller and/or servicer under the Servicing
Agreement, further represents and warrants that the representations and
warranties contained in Section 3.1 of the Servicing Agreement are true and
correct as of the date hereto, and the representations and warranties regarding
the Mortgage Loans contained in Section 3.2 of the Servicing Agreement were
true
and correct as of the respective Closing Date.
3. Recognition
of Assignee.
(a) From
and after the date hereof, the Servicer shall note the transfer of the Mortgage
Loans to the Assignee in its books and records, shall recognize the Assignee
as
the owner of the Mortgage Loans and, notwithstanding anything herein or in
the
Servicing Agreement to the contrary shall service all of the Mortgage Loans
for
the benefit of the Assignee pursuant to the Servicing Agreement, as amended
by
the GSMC Assignment Agreement. It is the intention of the Assignor,
Servicer and Assignee that the Servicing Agreement shall be binding upon and
inure to the benefit of the Servicer and the Assignee and their successors
and
assigns.
(b) The
Servicer further acknowledges that, from and after the date hereof, it (and
any
of its successors under the Servicing Agreement) will be subject to the
supervision of the Master Servicer and that the Master Servicer, acting on
behalf of the Trustee 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 Servicing Agreement, to the Assignor under the GSMC Assignment Agreement,
and further assigned hereunder by the Assignor to the Trustee, on behalf of
the
Assignee. Such rights that the Master Servicer may enforce on behalf
of the Trustee will include, without limitation, the right to terminate the
Servicer under the Servicing Agreement upon the occurrence of an event of
default thereunder, the right to receive all remittances
2
required
to be made by the Servicer under the Servicing Agreement, the right to receive
all monthly reports and other data required to be delivered by the Servicer
under the Servicing Agreement and the right to exercise certain rights of
consent and approval relating to actions taken by the Servicer.
(c) All
reports and other data required to be delivered by the Servicer to the “Owner”
under the Servicing Agreement shall be delivered to the Master Servicer on
behalf of the Assignee, 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 Servicing Agreement, shall
be
made instead to the Master Servicer by wire transfer to the following
account:
Xxxxx
Fargo Bank, N.A.
ABA
#: 000000000
For
credit to: SAS Clearing
Acct
#:
0000000000
FFC
to:
GSAA 2007-9 Acct #53173100
(d) Notwithstanding
anything to the contrary in the 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 B 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 C 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 D 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.
4. 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 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 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
3
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).
5. 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 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.
(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 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 (i) with respect to
any
of the transactions contemplated by this Assignment Agreement or (ii) 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.
4
It
is
understood and agreed that the representations and warranties set forth in
this
Section 5 shall survive delivery of the 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.
6. Repurchase
of Mortgage Loans. (a) 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 ninety (90) 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 Servicing Agreement).
In
the
event the Servicer has breached a representation or warranty under the 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 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 Servicing Agreement with respect to such Mortgage
Loan. In the event of a repurchase of any Mortgage Loan by the
Assignor, the Custodian on behalf of the Trustee shall promptly deliver to
the
Assignor or its designee the related Mortgage File and shall assign to the
Assignor all of the Assignee’s rights under the Servicing Agreement, but only
insofar as the Servicing Agreement relate 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
7. 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.
If
the
party with the optional call right elects to terminate the Trust Fund pursuant
to Sections 11.01 of the Trust Agreement, by no later than the 10th day of
the month
of the final distribution, the Master Servicer shall notify the Trustee and
the
Securities Administrator of the final Distribution Date and of the applicable
repurchase price of the Mortgage Loans and REO Properties.
In
the
event such party purchases the Mortgage Loans (and REO Properties) pursuant
to
Section 11.01 of the Trust Agreement and pursuant to the Step 2 Assignment
Agreements, the Master Servicer is required thereunder to 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.
8. Continuing
Effect.
Except
as
contemplated hereby, the Servicing Agreement shall remain in full force and
effect in accordance with their respective terms.
9. 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.
10. Notices.
Any
notices or other communications permitted or required hereunder or under the
Servicing Agreement shall be in writing and shall be deemed conclusively to
have
been given
6
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,
Xxxxx
Fargo Bank, N.A.
1
Home
Campus, MAC #X2302-033
Xxx
Xxxxxx, Xxxx 00000-0000
Attention: Xxxx
X. Xxxxx
Tel: (000)
000-0000
Fax: (000)
000-0000
with
a
copy to,
Xxxxx
Fargo Bank, N.A.
1
Home
Campus, MAC #X2401-06T
Xxx
Xxxxxx, Xxxx 00000-0000
Attention: General
Counsel
Tel: 000-000-0000
Fax: (000)
000-0000
or
such
other address as may hereafter be furnished by the Servicer;
(b) in
the case of the Master Servicer,
Xxxxx
Fargo Bank, N.A.
X.X.
Xxx
00
Xxxxxxxx,
Xxxxxxxx 00000
Attention: Client
Manager - GSAA 2007-9
or
in the
case of overnight deliveries:
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Manager - GSAA 2007-9
or
such
address as may hereafter be furnished by the Master Servicer;
7
(c) in
the case of the Trustee or the Assignee,
Citibank,
N.A.
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Tel.:
(000) 000-0000
Attention:
GSAA Home Equity Trust 2007-9
or
such
other address as may hereafter be furnished by the Trustee or
Assignee.
11. 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.
12. Definitions.
Any
capitalized term used but not defined in this Assignment Agreement has the
meaning assigned thereto in the Servicing Agreement or the Trust Agreement,
as
applicable.
13. 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.
14. Trustee
Capacity.
It
is
expressly understood and agreed by the parties hereto that (a) this Assignment
Agreement is executed and delivered by Citibank, not
individually or personally, but solely on behalf of GSAA Home Equity Trust
2007-9, in the exercise of the powers and authority conferred and vested in
it,
(b) each of the representations, undertakings and agreements by Citibank but
is
made and intended for the purpose for binding only the GSAA Home Equity Trust
2007-9, (c) nothing herein contained shall be construed as creating any
liability on the part of Citibank, individually or personally, to perform any
covenant either express or implied contained herein, all such liability, if
any,
being expressly waived by the parties hereto, and by any person claiming by,
through or under the parties hereto and (d) under no circumstances shall
Citibank be personally liable for the payment of any indebtedness or expenses
of
the GSAA Home Equity Trust 2007-9 or be liable for the breach or failure of
any
obligation, representation, warranty or covenant made or undertaken by the
GSAA
Home Equity Trust 2007-9 under this Agreement or any other related document
or
documents.
[SIGNATURE
PAGE FOLLOWS]
8
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
the
day and year first above written.
GS
MORTGAGE SECURITIES CORP., as Assignor
By: /s/
Xxxxxxxx
Xxxx
Name:
Xxxxxxxx Xxxx
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
XXXXX
FARGO BANK, N.A., as Servicer
By: /s/
Xxxxxxxx X.
Xxxx
Name:
Xxxxxxxx X. Xxxx
Title:
Assistant Vice President
Acknowledged
and Agreed:
XXXXX
FARGO BANK, N.A.,
as
Master
Servicer
By: /s/ Xxxxxx
Xxxx
Name:
Xxxxxx
Xxxx
Title:
Vice
President
Xxxxx
Fargo Step 2 AAR
EXHIBIT
A
Mortgage
Loan Schedule
[On
File
with the Securities Administrator as provided by the Depositor]
EXHIBIT
B
| 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 ($)
|
11
|
|
Exhibit
1:Continued
|
Standard
Loan Level File Layout
|
|
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
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
|
|
|
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
|
||
EXHIBIT
C
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_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 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 ($)
|
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
|
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
|
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
D
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
Servicing Officer certification
* Unusual
or extraordinary items may require further documentation.
|
|
13.
|
The
total of lines 1 through 12.
|
|
|
14-21.
|
Complete
as applicable. Required
documentation:
|
Credits:
*
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
( ).
|
Calculation
of Realized Loss/Gain Form 332
Prepared
by: __________________ Date: _______________
Phone: ______________________ Email
Address:_____________________
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No.______________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO
Sale
3rd Party
Sale Short
Sale Charge
Off
Was
this loan granted a Bankruptcy deficiency or
cramdown Yes No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
Liquidation
and Acquisition Expenses:
|
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________(1)
|
|
|
(2)
|
Interest
accrued at Net Rate
|
________________(2)
|
|
|
(3)
|
Accrued
Servicing Fees
|
________________(3)
|
|
|
(4)
|
Attorney's
Fees
|
________________(4)
|
|
|
(5)
|
Taxes
(see page 2)
|
________________(5)
|
|
|
(6)
|
Property
Maintenance
|
________________(6)
|
|
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
________________(7)
|
|
|
(8)
|
Utility
Expenses
|
________________(8)
|
|
|
(9)
|
Appraisal/BPO
|
________________(9)
|
|
|
(10)
|
Property
Inspections
|
________________(10)
|
|
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________(11)
|
|
|
(12)
|
Other
(itemize)
|
________________(12)
|
|
|
Cash
for Keys__________________________
|
________________(12)
|
||
|
HOA/Condo
Fees_______________________
|
________________(12)
|
|
______________________________________
|
________________(12)
|
||
|
Total
Expenses
|
$
_______________(13)
|
||
|
Credits:
|
|||
|
(14)
|
Escrow
Balance
|
$
_______________(14)
|
|
|
(15)
|
HIP
Refund
|
________________(15)
|
|
|
(16)
|
Rental
Receipts
|
________________(16)
|
|
|
(17)
|
Hazard
Loss Proceeds
|
________________(17)
|
|
(18)
|
Primary
Mortgage Insurance / Gov’t Insurance
|
||
|
(18a)
HUD Part A
|
|||
|
________________
(18b)
HUD
|
|
||
|
Part
B
|
|||
|
(19)
|
Pool
Insurance Proceeds
|
________________(19)
|
|
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________(20)
|
|
|
(21)
|
Other
(itemize)
|
________________(21)
|
|
|
_________________________________________
|
________________(21)
|
||
|
Total
Credits
|
$________________(22)
|
||
|
Total
Realized Loss (or Amount of Gain)
|
$________________(23)
|
||
|
|
Escrow
Disbursement Detail
|
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
