ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Exhibit
99.13a
Execution
Version
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated June 1, 2007, (“Agreement”) with
an effective date of
June 29, 2007 (the “Effective Date”)
among Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, successor by merger to
Xxxxxx Xxxxxxx Mortgage Capital Inc. (“Assignor”), Xxxxxx
Xxxxxxx Capital I Inc. (“Assignee”) and Xxxxx
Fargo Bank, National Association (in such capacity, the “Company”) and
acknowledged by LaSalle Bank National Association (“LaSalle”), as trustee
(“Trustee”) of
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-10XS (the “Trust”), and Xxxxx
Fargo Bank, National Association, as master servicer (or any successor master
servicer, the “Master
Servicer”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree as
follows:
1. Assignment
and
Conveyance
The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
all of the right, title and interest of the Assignor, as purchaser, in, to
and
under (a) those certain mortgage loans listed on the schedule (the “Mortgage Loan
Schedule”) attached hereto as Schedule I (the “Mortgage
Loans”) and
(b) except as described below, that certain Master Seller’s Warranties and
Servicing Agreement dated as of April 1, 2006 (the “SWSA”), between the
Assignor, as purchaser (the “Purchaser”), and the Company, as servicer, solely
insofar as the SWSA relates to the Mortgage Loans. In connection with
the transfer of the Mortgage Loans hereunder, the Company agrees that, from
and
after the date hereof, each Mortgage Loan transferred hereunder will be subject
to, and serviced under, the SWSA.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations of the
Assignor with respect to any mortgage loans subject to the SWSA which are not
the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the
subject of this Agreement.
2. Recognition
of the
Company
From
and
after June 29, 2007 (the “Closing Date”), the
Company shall and does hereby recognize that the Assignor will transfer the
Mortgage Loans and assign its rights under the SWSA to the Assignee and that
the
Assignee will thereafter transfer the Mortgage Loans and assign its rights
under
the SWSA and this Agreement to the Trust created pursuant to a pooling and
servicing agreement, dated as of June 1, 2007 (the “Pooling Agreement”),
among the Assignee, Xxxxx Fargo Bank, National Association, as securities
administrator, the Master Servicer and the Trustee. The Company
hereby acknowledges and agrees that from and after the date hereof (i) the
Trust
will be the owner of the Mortgage Loans, (ii) the Company shall look solely
to
the Trust for performance of any obligations of the Assignor insofar as they
relate to the enforcement of the representations, warranties and covenants
with
respect to the Mortgage Loans, (iii) the Trust (including the Trustee and,
with
respect to the servicing of the Mortgage Loans, the Master Servicer acting
on
the Trust’s behalf) shall have all the rights and remedies available to the
Assignor, insofar as they relate to the Mortgage Loans, under the SWSA,
including, without limitation, the enforcement of the document delivery
requirements set forth in Section 2.01 of the SWSA, and shall be entitled to
enforce all of the obligations of the Company thereunder insofar as they relate
to the Mortgage Loans, and (iv) all references to the Owner (insofar as they
relate to the rights, title and interest and, with respect to obligations of
the
Owner, only insofar as they relate to the enforcement of the representations,
warranties and covenants of the Company) under the SWSA insofar as they relate
to the Mortgage Loans, shall be deemed to refer to the Trust. Neither
the Company nor the Assignor shall
amend
or
agree to amend, modify, waive, or otherwise alter any of the terms or provisions
of the SWSA which amendment, modification, waiver or other alteration would
in
any way affect the Mortgage Loans or the Company’s performance under the SWSA
with respect to the Mortgage Loans without the prior written consent of the
Trustee and the Master Servicer.
3. Notwithstanding
any statement to the contrary in Section 2 above, the Company shall and does
hereby acknowledge that
the indemnification provisions set forth in Section 3.03, Section 8.01 and
the
first sentence of Section 9.01(f) of the SWSA shall be available to and for
the
benefit of the Assignor, the Assignee and the Trust (including the Trustee
and
the Master Servicer acting on the Trust’s behalf), as provided in the
SWSA.
4. Representations
and Warranties
a. 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 Company other than those contained in the SWSA or this
Agreement.
b. Each
of the parties hereto represents and warrants that it as of the Effective Date
is duly and legally authorized to enter into this Agreement.
c. Each
of the Assignor, Assignee and Company hereto represents and warrants that as
of
the Effective Date this 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 against it 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 with
respect to the Company, similar laws administered by the FDIC affecting the
contract obligations of insured banks and by general equitable principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
d. Subject
to Section 7(d) of this Agreement, the Company hereby restates, as of the
Closing Date (as defined in the Pooling Agreement, the representations and
warranties set forth in Section 3.01 of the SWSA to and for the
benefit of the Assignee and the Trust, and by this reference incorporates such
representations and warranties herein, as of such Closing Date.
5. The
Company hereby acknowledges that Xxxxx Fargo Bank, National Association has
been
appointed as the Master Servicer of the Mortgage Loans pursuant to the Pooling
Agreement and, therefore, has the right to enforce all obligations of the
Company under the SWSA. Such rights will include, without limitation, the right
to terminate the Company under the SWSA upon the occurrence of an event of
default thereunder, the right to receive all remittances required to be made
by
the Company under the SWSA, the right to receive all monthly reports and other
data required to be delivered by the Company under the SWSA, the right to
examine the books and records of the Company, indemnification rights and the
right to exercise certain rights of consent and approval relating to actions
taken by the Assignor. The Company shall make all distributions under the SWSA
to the Master Servicer by wire transfer of immediately available funds
to:
Xxxxx
Fargo Bank, National Association
ABA
Number: 000-000-000
Account
Name: Corporate Trust Clearing
Account
number: 0000000000
For
further credit to: 53158300, MSM 2007-10XS
The
Company shall deliver all reports required to be delivered under this Agreement
to the Master Servicer at the following address:
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Manager, MSM 2007-10XS
Telecopier:
(000) 000-0000
6. Certain
Matters Regarding
the Trustee
Each
party hereto hereby agrees as follows:
It
is
expressly understood and agreed by the parties hereto that (i) this Assignment
is executed and delivered by LaSalle Bank National Association, not individually
or personally but solely on behalf of the Trust, as the assignee, in the
exercise of the powers and authority conferred and vested in it, as Trustee,
pursuant to the Pooling Agreement, (ii) each of the representations,
undertakings and agreements herein made on the part of assignee is made and
intended not as personal representations, undertakings and agreements by LaSalle
Bank National Association but is made and intended for the purpose of binding
only the Trust, (iii) nothing herein contained shall be construed as creating
any liability for LaSalle Bank National Association, individually or personally,
to perform any covenant (either express or implied) contained herein, (iv)
under
no circumstances shall LaSalle Bank National Association be personally liable
for the payment of any indebtedness or expenses of the Trust, or be liable
for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Trust under this Assignment and (v) all recourse
for
any payment liability or other obligation of the assignee shall be had solely
to
the assets of the Trust.
7. Amendments
to the
SWSA
The
parties to this Agreement hereby agree to amend the SWSA as
follows:
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a.
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With
respect to Article I, “Eligible Account” shall have the meaning of such
term as defined in the Pooling and Servicing
Agreement.
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b.
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With
respect to Article I, “Permitted Investments” shall have the meaning of
such term as defined in the Pooling and Servicing
Agreement.
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c.
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With
respect to Article I, the definition of “Static Pool Information” shall be
inapplicable.
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d.
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With
respect to Article I, the definition of “Third-Party Originator” shall be
inapplicable.
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e.
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Section
3.01(i) (Selection Process), Section 3.01(k) (Sale Treatment) and
Section
3.01(m) (No Broker’s Fees) of the SWSA shall be
inapplicable.
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f.
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Section
3.02 shall be inapplicable.
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g.
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Section
3.03 is amended and restated in its entirety as
follows:
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“The
Company shall indemnify the Purchaser and hold it harmless against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments, and other costs and expenses resulting from any claim, demand, defense
or
assertion based on or grounded upon, or resulting from, a breach of the
representations and warranties contained in this Agreement.”
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h.
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Section
4.05(vii) is hereby amended to add the term “Monthly Advances,” prior to
the term “Servicing Advances.”
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i.
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The
following is added as the second paragraph of Section
4.09:
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“Amounts
on deposit in the Custodial Account may at the option of the Servicer be
invested in Permitted Investments. Any such Permitted Investment
shall be made in the name of the Servicer in trust for the benefit of the
Owner. All income on or gain realized from any such Permitted
Investment shall be for the benefit of the Servicer and may be withdrawn from
the Custodial Account at any time by the Servicer. Any losses
incurred in respect of any such investment shall be deposited in the Custodial
Account, by the Servicer out of its own funds immediately as
realized.”
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j.
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The
words “and if the Mortgagor does not obtain such coverage, the Company
shall immediately force place the required coverage on the Mortgagor’s
behalf” in Section 4.10 are hereby
deleted.
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k.
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Section
4.13 is hereby deleted in its entirety and replaced with the
following:
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“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
Purchaser with an electronic report of each such inspection.”
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l.
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The
words “on or before the Remittance Date” are hereby deleted from the first
sentence of Section 4.17.
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m.
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The
words “or on such other basis as is acceptable to Xxxxxx Xxx and Xxxxxxx
Mac and in accordance with the Fair Credit Reporting Act and its
implementing regulations” are hereby inserted in Section 4.22 at the end
thereof.
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n.
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The
second sentence of the second paragraph of Section 5.01 is hereby
amended
and restated in its entirety as
follows:
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“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 day
following the Business Day on which such payment was due and ending with the
Business Day on which such payment is made, both inclusive.”
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o.
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The
first paragraph of Section 5.02 is hereby amended and restated in
its
entirety as follows:
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“Not
later than the Remittance Report Date, the Company shall furnish to the Master
Servicer, on behalf of the Purchaser, in an electronic form the information
required by the reports attached hereto as Exhibit II, or a form otherwise
mutually agreed to by the Company and the Master Servicer, with a trial balance
report attached thereto, as to the remittance period ending on the last day
of
the preceding month.”
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p.
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The
second paragraph of Section 6.02 is hereby deleted in its entirety
and
replaced with the following:
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“If
the
Company satisfies or releases a 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 Loan or a liquidation of the Mortgaged Property
pursuant to the terms of this Agreement) or should the Company otherwise
prejudice any rights the Assignee may have under the mortgage instruments,
upon
written demand of the Assignee, the Company shall deposit in the Custodial
Account the entire outstanding principal balance, plus all accrued interest
on
such Mortgage Loan within two (2) Business Days of its receipt
thereof. 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.”
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q.
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Section
6.05 is hereby deleted in its entirety and replaced with the
following:
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“[Reserved]”.
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r.
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The
third clause of the first sentence of Section 6.07(ii) is hereby
amended
and restated as follows:
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“which
continues unremedied for fourteen (14) calendar days after the date on which
such information,”
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s.
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Section
9.01(e)(i) is hereby deleted in its
entirety.
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t.
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Section
9.01(e)(ii) is hereby deleted in its
entirety.
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u.
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Section
9.01(e)(iii) is amended to require the Company to comply with the
obligations thereof in connection with the purchase of servicing
rights
for the Specified Mortgage Loans.
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v.
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The
following is added as the second paragraph of Section
9.01(e)(vii):
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“The
Company shall provide to the Purchaser, any Master Servicer and any Depositor,
evidence of the authorization of the person signing any certification or
statement, copies or other evidence of Fidelity Bond Insurance and Errors and
Omission Insurance policy, financial information and reports, and such other
information related to the Company or any Subservicer or the Company or such
Subservicer’s performance hereunder.”
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w.
|
Section
9.01(f)(i)(A) is amended to change the cross-reference regarding
material
provided in written or electronic form from “Section 9.01(f)” to “Section
9.01(e)”.
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x.
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Section
10.01(ii) is hereby amended and restated in its entirety as
follows:
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“failure
by the Company duly to observe or perform in any material respect any other
of
the covenants or agreements on the part of the Company set forth in this
Agreement (other than as set forth in Section 6.07) or any breach by the Company
of any representation or warranty made by the Company in Section 3.01 of this
Agreement that has a material adverse affect on the value of the Specified
Mortgage Loans or the Company’s ability to observe or perform its obligations
hereunder which continues unremedied for a period of 90 days after the date
on
which written notice of such failure or breach, requiring the same to be
remedied, shall have been given to the Company by the Purchaser or by the
Custodian; or”
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y.
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Written
notice provided in compliance with Sections 9.01 (e)(iv), (v) and
(vi) of
the SWSA shall be substantially in the form of Exhibit III to this
Agreement.
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z.
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With
respect to the Specified Mortgage Loans, Exhibit II to this Agreement
is
hereby inserted as form pursuant to which statements under Section
5.02 of
the SWSA will be delivered.
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8. Miscellaneous
A
copy of
all assessments, attestations, reports and certifications required to be
delivered by the Servicer under this Agreement and the SWSA shall be delivered
to the Master Servicer by the date(s) specified herein or therein, and where
such documents are required to be addressed to any party, such addressees shall
include the Master Servicer and the Master Servicer shall be entitled to rely
on
such documents.
Any
notices or other communications permitted or required under the Agreement to
be
made to the Assignor, Assignee, the Master Servicer, the Company, and the
Trustee shall be made in accordance with the terms of the Agreement and shall
be
sent to the Depositor and Trustee as follows:
In
the
case of the Depositor:
Xxxxxx
Xxxxxxx Capital I Inc.
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-10XS
In
the
case of the Trustee:
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Global Securities and Trust Services MSM 2007-10XS
In
the
case of the Company:
Xxxxx
Fargo Bank, N.A.
1
Home
Xxxxxx
Xxx
Xxxxxx, Xxxx 00000-0000
Attention: Xxxx
X. Xxxxx, MAC#X2302-033
With
a
copy to
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxx Xxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention: Xxxxxx
XxXxxxxx, MAC#X3901-01C
With
a
copy to:
Xxxxx
Fargo Bank, N.A.
1
Home
Campus
Xxx
Xxxxxx, Xxxx 00000-0000
Attention: General
Counsel, MAC#X2401-06T
In
the
case of the Master Servicer:
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Manager, MSM 2007-10XS
Office
Number: (000) 000-0000
Telecopier:
(000) 000-0000
9. This
Agreement shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. 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.
11. This
Agreement shall inure to the benefit of (i) the successors and assigns of the
parties hereto and (ii) the Trust (including the Trustee and the Master Servicer
acting on the Trust’s behalf). Any entity into which Assignor, Assignee or
Company may be merged or consolidated shall, without the requirement for any
further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
12. Each
of this Agreement and the SWSA shall survive the conveyance of the Mortgage
Loans and the assignment of the SWSA (solely with respect to the Mortgage Loans)
by Assignor to Assignee and nothing contained herein shall supersede or amend
the terms of the SWSA.
13. 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.
14. In
the event that any provision of this Agreement conflicts with any provision
of
the SWSA with respect to the Mortgage Loans, the terms of this Agreement shall
control.
15. Capitalized
terms used in this Agreement (including the exhibits hereto) but not
defined in this Agreement shall have the meanings given to such terms in the
SWSA.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their duly authorized officers as of
the
date first above written.
XXXXXX XXXXXXX
MORTGAGE CAPITAL
HOLDINGS LLC,
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|||
successor
by merger to Xxxxxx Xxxxxxx Mortgage
Capital Inc.
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|||
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By:
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/s/ Xxxxxxx Xxx | |
Name: Xxxxxxx Xxx | |||
Title: Vice President | |||
XXXXXX XXXXXXX CAPITAL I INC., | |||
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By:
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/s/ Xxxxxxx Xxx | |
Name: Xxxxxxx Xxx | |||
Title: Vice President | |||
XXXXX
FARGO BANK,
N.A.
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|||
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By:
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/s/ Xxxxxx XxXxxxxx | |
Name: Xxxxxx XxXxxxxx | |||
Title: Vice President | |||
Acknowledged and Agreed: | ||
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
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||
By:
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/s/ Xxxxx X. Xxxxxx | |
Name: Xxxxx X. Xxxxxx | ||
Title: Vice President | ||
LASALLE BANK NATIONAL ASSOCIATION, | ||
as Trustee of Xxxxxx Xxxxxxx
Mortgage Loan Trust 2007-10XS
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||
By:
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/s/ Xxxxx X. Xxxx | |
Name: Xxxxx X. Xxxx | ||
Title: Vice President | ||
Schedule
I
Specified
Mortgage Loan Schedule
[see
Schedule A to the Pooling and Servicing Agreement
on
file
with the Servicer, the Master Servicer and the Depositor]
Exhibit
IIA: Standard
File Layout – Delinquency
Reporting
Column/Header
Name
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Description
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Decimal
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Format
Comment
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SERVICER_LOAN_NBR
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A
unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR
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LOAN_NBR
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A
unique identifier assigned to each loan by the originator.
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CLIENT_NBR
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Servicer
Client Number
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SERV_INVESTOR_NBR
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Contains
a unique number as assigned by an external servicer to identify a
group of
loans in their system.
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BORROWER_FIRST_NAME
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First
Name of the Borrower.
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BORROWER_LAST_NAME
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Last
name of the borrower.
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PROP_ADDRESS
|
Street
Name and Number of Property
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PROP_STATE
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The
state where the property located.
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PROP_ZIP
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Zip
code where the property is located.
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BORR_NEXT_PAY_DUE_DATE
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The
date that the borrower's next payment is due to the servicer at the
end of
processing cycle, as reported by Servicer.
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MM/DD/YYYY
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LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
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BANKRUPTCY_FILED_DATE
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The
date a particular bankruptcy claim was filed.
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MM/DD/YYYY
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BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
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BANKRUPTCY_CASE_NBR
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The
case number assigned by the court to the bankruptcy
filing.
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POST_PETITION_DUE_DATE
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The
payment due date once the bankruptcy has been approved by the
courts
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MM/DD/YYYY
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BANKRUPTCY_DCHRG_DISM_DATE
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The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
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MM/DD/YYYY
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LOSS_MIT_APPR_DATE
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The
Date The Loss Mitigation Was Approved By The Servicer
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MM/DD/YYYY
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LOSS_MIT_TYPE
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The
Type Of Loss Mitigation Approved For A Loan Such As;
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LOSS_MIT_EST_COMP_DATE
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The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
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MM/DD/YYYY
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LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
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FRCLSR_APPROVED_DATE
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The
date DA Admin sends a letter to the servicer with instructions to
begin
foreclosure proceedings.
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MM/DD/YYYY
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ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
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MM/DD/YYYY
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FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
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FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
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MM/DD/YYYY
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FRCLSR_SALE_DATE
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The
actual date of the foreclosure sale.
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MM/DD/YYYY
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FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
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EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
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MM/DD/YYYY
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EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
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MM/DD/YYYY
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LIST_PRICE
|
The
price at which an REO property is marketed.
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2
|
No
commas(,) or dollar signs ($)
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
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MM/DD/YYYY
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OFFER_AMT
|
The
dollar value of an offer for an REO property.
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2
|
No
commas(,) or dollar signs ($)
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OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
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MM/DD/YYYY
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REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
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MM/DD/YYYY
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REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
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MM/DD/YYYY
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OCCUPANT_CODE
|
Classification
of how the property is occupied.
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PROP_CONDITION_CODE
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A
code that indicates the condition of the property.
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PROP_INSPECTION_DATE
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The
date a property inspection is performed.
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MM/DD/YYYY
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APPRAISAL_DATE
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The
date the appraisal was done.
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MM/DD/YYYY
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CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
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2
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REPAIRED_PROP_VAL
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The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
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2
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If
applicable:
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|
|
|||||
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||||||
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a
loan. Code indicates the reason why the loan is in
default for this cycle.
|
||||||
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|||||
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|||||
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|||||
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
||||
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|||||
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
||||
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|||||
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
||||
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|||||
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
||||
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|||||
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
||||
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|||||
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
||||
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|||||
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
||||
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|||||
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|||||
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
MOTION_FOR_RELIEF_DATE
|
The
date the Motion for Relief was filed
|
10
|
MM/DD/YYYY
|
||
FRCLSR_BID_AMT
|
The
foreclosure sale bid amount
|
11
|
No
commas(,) or dollar signs ($)
|
||
FRCLSR_SALE_TYPE
|
The
foreclosure sales results: REO, Third Party, Conveyance to
HUD/VA
|
|
|
||
REO_PROCEEDS
|
The
net proceeds from the sale of the REO property.
|
|
No
commas(,) or dollar signs ($)
|
||
BPO_DATE
|
The
date the BPO was done.
|
|
|
||
CURRENT_FICO
|
The
current FICO score
|
|
|
||
HAZARD_CLAIM_FILED_DATE
|
The
date the Hazard Claim was filed with the Hazard Insurance
Company.
|
10
|
MM/DD/YYYY
|
HAZARD_CLAIM_AMT
|
The
amount of the Hazard Insurance Claim filed.
|
11
|
No
commas(,) or dollar signs ($)
|
HAZARD_CLAIM_PAID_DATE
|
The
date the Hazard Insurance Company disbursed the claim
payment.
|
10
|
MM/DD/YYYY
|
HAZARD_CLAIM_PAID_AMT
|
The
amount the Hazard Insurance Company paid on the claim.
|
11
|
No
commas(,) or dollar signs ($)
|
ACTION_CODE
|
Indicates
loan status
|
Number
|
|
NOD_DATE
|
|
|
MM/DD/YYYY
|
NOI_DATE
|
|
|
MM/DD/YYYY
|
ACTUAL_PAYMENT_PLAN_START_DATE
|
|
|
MM/DD/YYYY
|
ACTUAL_PAYMENT_
PLAN_END_DATE
|
|
|
|
ACTUAL_REO_START_DATE
|
|
|
MM/DD/YYYY
|
REO_SALES_PRICE
|
|
|
Number
|
REALIZED_LOSS/GAIN
|
As
defined in the Servicing Agreement
|
|
Number
|
Exhibit
IIB:Standard
File Codes – Delinquency
Reporting
The
Loss
Mit Type
field should show the approved Loss Mitigation Code as follows:
|
·
|
ASUM-
|
Approved
Assumption
|
|
·
|
BAP-
|
Borrower
Assistance Program
|
|
·
|
CO-
|
Charge
Off
|
|
·
|
DIL-
|
Deed-in-Lieu
|
|
·
|
FFA-
|
Formal
Forbearance Agreement
|
|
·
|
MOD-
|
Loan
Modification
|
|
·
|
PRE-
|
Pre-Sale
|
|
·
|
SS-
|
Short
Sale
|
|
·
|
MISC-
|
Anything
else approved by the PMI or Pool
Insurer
|
NOTE:
Xxxxx
Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply
Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The
Occupant
Code
field should show the current status of the property code as
follows:
|
·
|
Mortgagor
|
|
·
|
Tenant
|
|
·
|
Unknown
|
|
·
|
Vacant
|
The
Property
Condition field should show the last reported condition of the
property as follows:
|
·
|
Damaged
|
|
·
|
Excellent
|
|
·
|
Fair
|
|
·
|
Gone
|
|
·
|
Good
|
|
·
|
Poor
|
|
·
|
Special
Hazard
|
|
·
|
Unknown
|
Exhibit
IIB:Standard
File Codes – Delinquency
Reporting, Continued
The
FNMA
Delinquent Reason
Code field should show the Reason for Delinquency as
follows:
Delinquency
Code
|
Delinquency
Description
|
001
|
FNMA-Death
of principal mortgagor
|
002
|
FNMA-Illness
of principal mortgagor
|
003
|
FNMA-Illness
of mortgagor’s family member
|
004
|
FNMA-Death
of mortgagor’s family member
|
005
|
FNMA-Marital
difficulties
|
006
|
FNMA-Curtailment
of income
|
007
|
FNMA-Excessive
Obligation
|
008
|
FNMA-Abandonment
of property
|
009
|
FNMA-Distant
employee transfer
|
011
|
FNMA-Property
problem
|
012
|
FNMA-Inability
to sell property
|
013
|
FNMA-Inability
to rent property
|
014
|
FNMA-Military
Service
|
015
|
FNMA-Other
|
016
|
FNMA-Unemployment
|
017
|
FNMA-Business
failure
|
019
|
FNMA-Casualty
loss
|
022
|
FNMA-Energy
environment costs
|
023
|
FNMA-Servicing
problems
|
026
|
FNMA-Payment
adjustment
|
027
|
FNMA-Payment
dispute
|
029
|
FNMA-Transfer
of ownership pending
|
030
|
FNMA-Fraud
|
031
|
FNMA-Unable
to contact borrower
|
INC
|
FNMA-Incarceration
|
Exhibit
IIB:Standard
File Codes – Delinquency
Reporting, Continued
The
FNMA
Delinquent Status
Code field should show the Status of Default as
follows:
Status
Code
|
Status
Description
|
09
|
Forbearance
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
24
|
Government
Seizure
|
26
|
Refinance
|
27
|
Assumption
|
28
|
Modification
|
29
|
Charge-Off
|
30
|
Third
Party Sale
|
31
|
Probate
|
32
|
Military
Indulgence
|
43
|
Foreclosure
Started
|
44
|
Deed-in-Lieu
Started
|
49
|
Assignment
Completed
|
61
|
Second
Lien Considerations
|
62
|
Veteran’s
Affairs-No Bid
|
63
|
Veteran’s
Affairs-Refund
|
64
|
Veteran’s
Affairs-Buydown
|
65
|
Chapter
7 Bankruptcy
|
66
|
Chapter
11 Bankruptcy
|
67
|
Chapter
13 Bankruptcy
|
Execution
Version
Exhibit
IIC:Standard
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
|
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 ($)
|
11
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
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
IID : Calculation
of Realized Loss/Gain
Form 332– Instruction Sheet
NOTE: Do
not net or
combine items. Show all expenses individually and all credits as
separate line items. Claim packages are due on the remittance report
date. Late submissions may result in claims not being passed until
the following month. The Servicer is responsible to remit all funds
pending loss approval and /or resolution of any disputed
items.
(a) |
|
(b)
|
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.
|
(c) 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
( ).
|
-5-
Exhibit
IIE:Calculation of
Realized Loss/Gain
Form 332
Prepared
by: __________________ Date: _______________
Phone: ______________________ Email
Address:_____________________
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan
No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO
Sale
3rd
Party
Sale Short
Sale Charge
Off
Was
this loan granted a Bankruptcy
deficiency or cramdown Yes No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
Liquidation
and Acquisition
Expenses:
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________
|
|
|
(1)
|
||||
(2)
|
Interest
accrued at Net Rate
|
________________
|
|
|
(2)
|
||||
(3)
|
Accrued
Servicing Fees
|
________________
|
|
|
(3)
|
||||
(4)
|
Attorney's
Fees
|
________________
|
|
|
(4)
|
||||
(5)
|
Taxes
(see page 2)
|
________________
|
|
|
(5)
|
||||
(6)
|
Property
Maintenance
|
________________
|
|
|
(6)
|
||||
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
________________
|
|
|
(7)
|
||||
(8)
|
Utility
Expenses
|
________________
|
|
|
(8)
|
||||
(9)
|
Appraisal/BPO
|
________________
|
|
|
(9)
|
||||
(10)
|
Property
Inspections
|
________________
|
|
|
(10)
|
||||
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
|
|
(11)
|
||||
(12)
|
Other
(itemize)
|
________________
|
|
|
(12)
|
||||
Cash
for Keys__________________________
|
________________
|
|
||
(12)
|
-6-
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)
|
-7-
Escrow
Disbursement
Detail
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of
Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
-8-
EXHIBIT
III
Additional
Disclosure Notification
Xxxxx
Fargo Bank, N.A. as [Securities Administrator and Master Servicer]
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Fax:
(000) 000-0000
E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate
Trust Services – MSM 2007-10XS - SEC REPORT PROCESSING
RE: **Additional
Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section 9.01(e) [iv][v][vi] of the Master Seller’s Warranties
and Servicing Agreement, dated as of April 1, 2006, as amended by the
Assignment, Assumption and Recognition Agreement dated as of June 1, 2007 among
Xxxxxx Xxxxxxx Capital I Inc., as Depositor, Xxxxx Fargo Bank, National
Association, as Servicer, Xxxxx Fargo Bank, National Association, as Master
Servicer, and LaSalle Bank National Association as Trustee. The
Undersigned hereby notifies you that certain events have come to our attention
that [will][may] need to be disclosed on Form [ ].
Description
of Additional Form [ ] Disclosure:
List
of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any
inquiries related to this notification should be directed to
[ ], phone number: [ ]; email
address [ ] [NAME OF PARTY] as [role]
By:
__________________
Name:
Title:
|
-9-