EXECUTION COPY
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment"), dated of July 1, 2008, is
entered into among Credit Suisse First Boston Mortgage Acceptance Corp. (the "Assignee"), having an address at 00
Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Chimera Investment Corporation (the "Assignor"), having an
address at 1211 Avenue of the Americas, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, PHH Mortgage Corporation, as seller
(in such capacity, the "Seller") and as servicer (in such capacity, the "Servicer") under the Agreement
referenced below, having an address at 0000 Xxxxxxxxxx Xxxx, Xx. Xxxxxx, Xxx Xxxxxx 00000, and acknowledged and
agreed to by Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer") and securities administrator (the
"Securities Administrator").
RECITALS
WHEREAS the Assignor, the Seller, Xxxxxx'x Gate Residential Mortgage Trust ("Xxxxxx'x Gate") and the
Servicer have entered into a certain Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
December 14, 2007 (as amended or modified to the date hereof, the "Agreement"), pursuant to which the Assignor
has acquired certain Mortgage Loans pursuant to the terms of the Agreement and Servicer has agreed to service
such Mortgage Loans; and
WHEREAS the Assignee has agreed, on the terms and conditions contained herein, to purchase from the
Assignor certain of the Mortgage Loans (the "Specified Mortgage Loans") which are subject to the provisions of
the Agreement and are listed on the mortgage loan schedule attached as Exhibit I hereto (the "Specified Mortgage
Loan Schedule");
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
1. On and as of the date hereof, the Assignor hereby sells, assigns and transfers to the Assignee
all of its right, title and interest in the Specified Mortgage Loans and all rights related thereto as provided
under the Agreement to the extent relating to the Specified Mortgage Loans, including without limitation the
right of the Assignor to require the Seller to repurchase the Specified Mortgage Loans pursuant to Section 3.04,
the Assignee hereby accepts such assignment from the Assignor, and the Seller hereby acknowledges such assignment
and assumption.
2. On and as of the date hereof, the Assignor represents and warrants to the Assignee that the
Assignor has not taken any action that would serve to impair or encumber the Assignee's ownership interests in
the Specified Mortgage Loans since the date of the Assignor's acquisition of the Specified Mortgage Loans.
2. Recognition of Assignee
From and after the date hereof, both the Assignee and the Seller shall note the transfer of the
Specified Mortgage Loans to the Assignee in their respective books and records and shall recognize the Assignee
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as the owner of the Specified Mortgage Loans, and Servicer shall service the Specified Mortgage Loans for the
benefit of the Assignee pursuant to the Agreement, the terms of which are incorporated herein by reference. It
is the intention of the Seller, the Servicer, the Assignee and the Assignor that the Assignment shall be binding
upon and inure to the benefit of the Assignee and the Assignor and their successors and assigns.
3. Representations and Warranties
1. The Assignor represents and warrants to, and covenants with, the Assignee, the Servicer and
the Seller as of the date hereof:
(a) Attached hereto as Exhibit II is a true and accurate copy of the Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice of termination been given
thereunder;
(b) Assignor has good title to each and every Specified Mortgage Loan, is the lawful owner of the
Specified Mortgage Loans and has full right to transfer the Specified Mortgage Loans and any
and all of its interests, rights and obligations under the Agreement as they relate to the
Specified Mortgage Loans, free and clear from any and all claims and encumbrances;
(c) Assignor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to acquire, own
and sell the Specified Mortgage Loans;
(d) Assignor has full corporate power and authority to execute, deliver and perform its obligations
under this Assignment, and to consummate the transactions set forth herein. The consummation of
the transactions contemplated by this Assignment is in the ordinary course of Assignor's
business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement
or instrument to which Assignor is now a party or by which it is bound, or result in the
violation of any law, rule, regulation, order, judgment or decree to which Assignor or its
property is subject. The execution, delivery and performance by Assignor of this Assignment and
the consummation by it of the transactions contemplated hereby, have been duly authorized by
all necessary corporate action on the part of Assignor. This Assignment has been duly executed
and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee,
Servicer and the Seller, will constitute the valid and legally binding obligation of Assignor
enforceable against Assignor in accordance with its terms except as enforceability may be
limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
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(e) No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignor in connection with the
execution, delivery or performance by Assignor of this Assignment, or the consummation by it of
the transactions contemplated hereby;
(f) Assignor hereby covenants to promptly deliver to the Assignee or its designee any Specified
Mortgage Loan document received by the Assignor from the Servicer with respect to the Specified
Mortgage Loans;
(g) No legal or governmental proceedings are pending to which the Assignor is a party or of which
any property of the Assignor is the subject, which if determined adversely to the Assignor
would, individually or in the aggregate, have a material adverse effect on the financial
position, shareholders' equity or results of operations of the Assignor; and to the best of the
Assignor's knowledge, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others; and
(h) The Assignor possesses, and will possess, all material licenses, certificates, authorities or
permits issued by the appropriate state, federal or foreign regulatory agencies or bodies
necessary to conduct the business now conducted by it, except to the extent that the failure to
have such licenses, certificates, authorities or permits does not have a material adverse
effect on the Notes or the financial condition of the Assignor, and the Assignor has not
received, nor will have received as of the Closing Date, any notice of proceedings relating to
the revocation or modification of any such license, certificate, authority or permit which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would
materially and adversely affect the conduct of its business, operations or financial condition.
2. Assignee warrants and represents to, and covenants with, Assignor, the Servicer and the Seller
as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all requisite power and authority to acquire, own and
purchase the Specified Mortgage Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations
under this Assignment, and to consummate the transactions set forth herein. The consummation of
the transactions contemplated by this Assignment is in the ordinary course of Assignee's
business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement
or instrument to which Assignee is now a party or by which it is bound, or result in the
violation of any law, rule, regulation, order, judgment or decree to which Assignee or its
property is subject. The execution, delivery and performance by Assignee of this Assignment and
the consummation by it of the transactions contemplated hereby, have been duly authorized by
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all necessary corporate action on the part of Assignee. This Assignment has been duly executed
and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor,
Servicer and the Seller, will constitute the valid and legally binding obligation of Assignee
enforceable against Assignee in accordance with its terms except as enforceability may be
limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignee in connection with the
execution, delivery or performance by Assignee of this Assignment, or the consummation by it of
the transactions contemplated hereby; and
(d) Assignee agrees to be bound by all of the terms, covenants and conditions of the Agreement with
respect to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes
for the benefit of Assignor all of Assignor's obligations thereunder but solely with respect to
such Specified Mortgage Loans.
3. Servicer warrants and represents to, and covenants with, Assignor, and Assignee, as of the date
hereof:
(a) Attached hereto as Exhibit II is a true and accurate copy of the Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice of termination been given
thereunder;
(b) Servicer is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to service the
Specified Mortgage Loans and otherwise to perform its obligations under the Agreement with
respect to the Specified Mortgage Loans;
(c) Servicer has full corporate power and authority to execute, deliver and perform its obligations
under this Assignment, and to consummate the transactions set forth herein. The consummation of
the transactions contemplated by this Assignment is in the ordinary course of Servicer's
business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Servicer's charter or by-laws or any legal restriction, or any material agreement
or instrument to which Servicer is now a party or by which it is bound, or result in the
violation of any law, rule, regulation, order, judgment or decree to which Servicer or its
property is subject. The execution, delivery and performance by Servicer of this Assignment
and the consummation by it of the transactions contemplated hereby, have been duly authorized
by all necessary corporate action on the part of Servicer. This Assignment has been duly
executed and delivered by Servicer, and, upon the due authorization, execution and delivery by
Assignor, Assignee and Seller will constitute the valid and legally binding obligation of
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Servicer, enforceable against Servicer in accordance with its terms except as enforceability
may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(d) No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Servicer in connection with the
execution, delivery or performance by Servicer of this Assignment, or the consummation by it of
the transactions contemplated hereby;
(e) The Servicer hereby restates the representations and warranties made by it in Section 3.02 of
the Agreement with respect to itself as Servicer as of the Closing Date, as if such
representations and warranties were set forth herein in full. In the event of a breach of any
such representations and warranties, the Assignee, or its assignee, shall be entitled to all of
the remedies given to the Assignor under the Agreement as a result of such breach; and
(f) Servicer has established the Collection Account and Escrow Account under the Agreement with
respect to the Specified Mortgage Loans as required in the Agreement, and shall remit
collections received on the Specified Mortgage Loans to such accounts as required by the
Agreement.
4. The Seller warrants and represents to, and covenants with, Assignor and Assignee, as of the date hereof:
(a) Attached hereto as Exhibit II is a true and accurate copy of the Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice of termination been given
thereunder;
(b) Seller is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation, and has all requisite power and authority to perform its
obligations under the Assignment;
(c) Seller has full entity power and authority to execute, deliver and perform its obligations
under this Assignment, and to consummate the transactions set forth herein. The consummation of
the transactions contemplated by this Assignment is in the ordinary course of Seller's business
and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Seller's organizational document or any legal restriction, or any material
agreement or instrument to which Seller is now a party or by which it is bound, or result in
the violation of any law, rule, regulation, order, judgment or decree to which Seller or its
property is subject. The execution, delivery and performance by Seller of this Assignment and
the consummation by it of the transactions contemplated hereby, have been duly authorized by
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all necessary entity action on the part of Seller. This Assignment has been duly executed and
delivered by Seller, and, upon the due authorization, execution and delivery by Assignor,
Servicer, the other Seller and Assignee, will constitute the valid and legally binding
obligation of Seller, enforceable against Seller in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general
principles of equity regardless of whether enforceability is considered in a proceeding in
equity or at law;
(d) No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Seller in connection with the
execution, delivery or performance by Seller of this Assignment, or the consummation by it of
the transactions contemplated hereby;
(e) All of the information set forth on the Specified Mortgage Loan Schedule is true and correct as
of the Closing Date in all material respects;
(f) The Seller hereby restates the representations and warranties in Sections 3.01 and 3.03 of the
Agreement with respect to the Specified Mortgage Loans sold by it under the Agreement as of the
Closing Date, as if such representations and warranties were set forth herein in full; and
(g) In the event of a breach of any representations and warranties set forth in Section 3(e) and
3(f) of this Assignment, the Assignee and its assigns, shall be entitled to all of the remedies
given to the Assignor pursuant to Section 3.04 of the Agreement as a result of such breach.
5. Modification of Servicing Agreement
The Seller and Assignor hereby modify the Agreement with respect to the Specified Mortgage Loans as
follows:
(a) The following definitions in Section 1.01 of the Agreement are hereby modified by deleting each
definition in its entirety and replacing it with the following:
"Collection Account": The collection account entitled "Custodial Account, PHH Mortgage
Corporation, as Servicer, in trust for the holders of the PHH Mortgage Trust 2008-CIM2 Mortgage Backed
Notes"
"Eligible Account": Either (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company (which may be the Servicer or an Affiliate of the
Servicer or which may be the trustee or an Affiliate of the trustee) the short term unsecured debt
obligations of which (or, in the case of a depository institution or trust company that is the principal
subsidiary of a holding company, the short term unsecured debt obligations of such holding company) are
rated by each of the applicable Rating Agencies not lower than P-1 in the case of Xxxxx'x and A-2 in the
case of Standard & Poor's; provided, however, that if the federal or state chartered depository
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institution or trust company at which such account is maintained fails to satisfy the ratings criteria
set forth in this clause (i), such account shall be moved to a federal or state chartered depository
institution or trust company that satisfies such criteria within 30 calendar days; or (ii) a trust
account or accounts maintained with the trust department of a federal or state chartered depository
institution or trust company acting in its fiduciary capacity, provided that any such state chartered
depository institution is subject to regulation regarding funds on deposit substantially similar to the
regulations set forth in 12 C.F.R. § 9.10(b).
"Prepayment Interest Shortfall Amount": With respect to any Mortgage Loan that was subject to
a voluntary (not including discounted payoffs and short sales) Principal Prepayment in full or in part
during any Principal Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan
prior to such Mortgage Loan's Due Date in the related Due Period, the amount of interest (net of the
related Servicing Fee for Principal Prepayments in full only) that would have accrued on the amount of
such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment
was applied to such Mortgage Loan and ending on the day immediately preceding such Due Date, inclusive.
"Principal Prepayment Period": The calendar month preceding the related Remittance Date.
"Repurchase Price": As to (a) any Defective Mortgage Loan required to be repurchased hereunder
with respect to which a breach occurred or (b) any Mortgage Loan required to be repurchased pursuant to
Section 3.04 and/or Section 7.02, an amount equal to (1) the product of (x) the percentage of par stated
in the related Purchase Price and Purchase Price and Terms Letter ("Percentage of Par") minus 100%, (y)
the lesser of (A) the Unpaid Principal Balance of the Mortgage Loan at the time of repurchase or (B) the
Unpaid Principal Balance as of the Cut-off Date, and (z) (A) if the repurchase occurs before the end of
the sixth month following the related Closing Date, one, (B) if the repurchase occurs after the end of
the sixth month, but before the end of the twenty-fourth month following the related Closing Date a
ratio, the numerator of which shall be twenty-three minus the number of months that have elapsed since
the Closing Date and the denominator of which shall be 18, and (C) if the repurchase occurs after the
twenty-fourth month following the Closing Date, zero; plus (2) the Unpaid Principal Balance of such
Mortgage Loan at the time of repurchase; plus (3) interest on such Mortgage Loan at the applicable Note
Rate from the last date through which interest has been paid and distributed to the Purchaser hereunder
to the date of repurchase; plus (4) any costs and damages incurred by the Purchaser or any of its
assignees in respect of a breach or defect in connection with any violation by such Mortgage Loan of any
predatory- or abusive-lending laws; minus (5) any amounts received in respect of such Defective Mortgage
Loan which are being held in the Collection Account for future remittance."
Any capitalized term used but not defined in this Assignment has the same meaning as in the Agreement.
(b) The following definitions shall be added to Section 1.01 of the Agreement:
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Closing Date: July 25, 2008.
Capitalization Reimbursement Amount: For any Remittance Date, the aggregate amount added to the
Scheduled Principal Balance of the Mortgage Loans during the related Due Period representing amounts
reimbursable to the Servicer on or prior to such Remittance Date in connection with the modification of
Mortgage Loans and reimbursed to the Servicer during the related Due Period.
Trust: PHH Mortgage Trust, Series 2008-CIM2.
(c) [reserved];
(d) The definition of "Permitted Investments" is hereby modified by deleting clause (f) from such
definition and replacing such clauses with the following:
"(f) reserved;"
(e) The following clause (8) is hereby added to Section 5.05 of the Agreement:
"(8) to reimburse itself for Capitalization Reimbursement Amounts, from the principal
portion of Monthly Payments, Principal Prepayments, Payoffs, Liquidation Proceeds and Insurance Proceeds
on the Mortgage Loans in any loan group."
(f) The following clause (74) is hereby added to Section 3.03 of the Agreement:
"None of the Mortgage Loans are governed by the Georgia Fair Lending Act, if such Mortgage Loan
was originated on or after October 1, 2002 through March 6, 2003."
(g) Section 6.02 of the Agreement is hereby amended by deleting the first sentence of such section
in its entirety and replacing it with the following:
"Within five (5) calendar days following each Record Date, the Servicer shall deliver to the
Purchaser monthly accounting reports in the form of Exhibits 6.02(a) through 6.02(i) attached hereto
with respect to the most recently ended Due Period."
(h) Section 6.03(1) of the Agreement is hereby amended by deleting such section in its entirety and
replacing it with the following:
"Not later than the close of business on the Business Day immediately preceding each Remittance
Date, the Servicer shall deposit in the Collection Account an amount equal to all Monthly Payments not
previously advanced by the Servicer (with interest adjusted to the Remittance Rate) that were due on a
Mortgage Loan and delinquent at the close of business on the related Determination Date, plus amounts
representing assumed Monthly Payments on any REO Property to the extent not covered by any current net
income on the related REO Property. Any such amounts advanced by the Servicer on a Mortgage Loan shall
be reduced to reflect any related servicing modifications previously made to such Mortgage Loans. The
Servicer may reduce the total amount to be deposited in the Collection Account as required by the
foregoing sentence by the amount of funds in the Collection Account which are to be remitted to
Purchaser on a Remittance Date or Dates subsequent to the related Due Period pursuant to the terms of
this Agreement."
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(i) Section 8.02(2) of the Agreement is hereby amended by deleting the first sentence of such
section in its entirety and replacing it with the following:
"Additional Reports; Further Assurances. Within five (5) calendar days following each Record
Date, the Servicer shall deliver to the Purchaser (i) a report, acceptable to the Purchaser, describing
in reasonable detail all Mortgage Loans that are 90 days or more delinquent and the Servicer's
activities in connection with such delinquencies and (ii) a report (substantially in the form of
Exhibits 6.02(h) and 6.02(i) attached hereto) with respect to delinquent Mortgage Loans."
(j) Section 10.01(1) of the Agreement is hereby amended by deleting such section in its entirety
and replacing it with the following:
"any failure by the Servicer to remit to the Purchaser any payment required to be made under
the terms of this Agreement which continues unremedied for a period of two (2) Business Days;"
(k) Section 13.03(d) of the Agreement is hereby amended by deleting such section in its entirety
and replacing it with the following:
"For the purpose of satisfying the reporting obligation under the Exchange Act with respect to
any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer and
Third-Party Originator to) (i) provide prompt notice to the Purchaser, any Master Servicer and any
Depositor in writing of (A) any material litigation or governmental proceedings involving the Servicer,
any Subservicer or any Third-Party Originator; (B) any affiliations or relationships that develop
following the closing date of a Securitization Transaction between the Servicer, any Subservicer or any
Third-Party Originator and any of the parties specified in clause (D) of paragraph (a) of this Section
(and any other parties identified in writing by the requesting party) with respect to such
Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any
Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of
the Servicer, and (E) the Servicer's entry into an agreement with a Subservicer to perform or assist in
the performance of any of the Servicer's obligations under this Agreement or any Reconstitution
Agreement and (ii) provide to the Purchaser and any Depositor a description of such proceedings,
affiliations or relationships."
(l) Section 13.03(e) of the Agreement is hereby amended by inserting the phrase ", any Master
Servicer" immediately after the phrase "the Purchaser" in clause (ii)(x) of such Section.
(m) The second paragraph of Section 13.03(e) of the Agreement is hereby deleted in its entirety.
(n) A new Section 13.03(f) of the Agreement is hereby added to the Agreement and shall read as
follows:
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"In addition to such information as PHH Mortgage, as servicer, is obligated to provide pursuant
to other provisions of this Agreement, not later than ten days prior to the deadline for the
filing of any distribution report on Form 10-D in respect of any Securitization Transaction
that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the
Servicer or such Subservicer, as applicable, shall, to the extent the Servicer or such
Subservicer has knowledge, provide to the party responsible for filing such report (including,
if applicable, the Master Servicer) notice of the occurrence of any of the following events
along with all information, data, and materials related thereto as may be required to be
included in the related distribution report on Form 10-D (as specified in the provisions of
Regulation AB referenced below):
(i) any material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively become material
over time (Item 1121(a)(11) of Regulation AB);
(ii) material breaches of pool asset representations or warranties or transaction
covenants (Item 1121(a)(12) of Regulation AB); and
(iii) information regarding new asset-backed securities issuances backed by the same
pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any
material changes in origination, underwriting or other criteria for acquisition or selection of
pool assets (Item 1121(a)(14) of Regulation AB)."
(o) Section 13.03(g) of the Agreement is hereby amended by deleting such section in its entirety
and replacing it with the following:
"The Servicer shall provide to the Purchaser, any Master Servicer and any Depositor, such
additional information as such party may reasonably request, including evidence of the authorization of
the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance
and Errors and Omissions Insurance Policy, financial information and reports and such other information
related to the Servicer or any Subservicer or the Seller or such Subservicer's performance hereunder."
(p) Section 13.04 of the Agreement is hereby amended by deleting such section in its entirety and
replacing it with the following:
"On or before March 1 of each calendar year, commencing in 2009, the Servicer shall deliver to
the Purchaser, any Master Servicer and any Depositor a statement of compliance addressed to the
Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Servicer,
to the effect that (i) a review of the Servicer's activities during the immediately preceding calendar
year (or applicable portion thereof) and of its performance under this Agreement and any applicable
Reconstitution Agreement during such period has been made under such officer's supervision, and (ii) to
the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its
obligations under this Agreement and any applicable Reconstitution Agreement in all material respects
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throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill
any such obligation in any material respect, specifically identifying each such failure known to such
officer and the nature and the status thereof."
(q) Section 13.05(a) of the Agreement is hereby amended by deleting such section in its entirety
and replacing it with the following:
"(a) On or before March 1 of each calendar year, commencing in 2009, the Seller shall:
(i) deliver to the Purchaser, any Master Servicer and any Depositor a report (in
form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such
Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during
the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser,
such Master Servicer and such Depositor and signed by an authorized officer of the Servicer,
and shall address each of the Servicing Criteria indicated on Exhibit 12 hereto as applicable
to the Servicer;
(ii) deliver to the Purchaser, any Master Servicer and any Depositor a report of a
registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer
and such Depositor that attests to, and reports on, the assessment of compliance made by the
Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act;
(iii) cause each Subservicer, and each Subcontractor determined by the Servicer
pursuant to Section 13.06(b) to be "participating in the servicing function" within the meaning
of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master Servicer and any
Depositor an assessment of compliance and accountants' attestation as and when provided in
paragraphs (i) and (ii) of this Section; and
(iv) deliver, and cause each Subservicer and Subcontractor described in clause
(iii) to provide, to the Purchaser, any Master Servicer, any Depositor and any other Person
that will be responsible for signing the certification (a "Sarbanes Certification") required by
Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the
Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a
Securitization Transaction a certification signed by the appropriate officer of the Seller in
the form attached hereto as Exhibit 11.
The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the
certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and
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filing such with the Commission. Neither the Purchaser nor any Depositor will request delivery of a
certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file
an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage
Loans."
(r) Section 13.06(a) of the Agreement is hereby amended by deleting the second sentence of such
section in its entirety and replacing it with the following:
"The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the
benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with
Sections 13.02, 13.03(c), (e), (f) and (g), 13.04, 13.05 and 13.07 of this Agreement to the same extent
as if such Subservicer were the Servicer, and to provide the information required with respect to such
Subservicer under Section 13.03(d) of this Agreement."
(s) Section 13.06(b) of the Agreement is hereby amended by deleting such section in its entirety
and replacing it with the following:
"It shall not be necessary for the Servicer to seek the consent of the Purchaser, any Master
Servicer or any Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon
request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the
Depositor, such as an administrator) a written description (in form and substance satisfactory to the
Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor
utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor,
(ii) which (if any) of such Subcontractors are "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii)
of this paragraph.
As a condition to the utilization of any Subcontractor determined to be "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such
Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 13.05 and 13.07 of this Agreement to the same extent
as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and
attestation and the other certifications required to be delivered by such Subcontractor under Section
13.05, in each case as and when required to be delivered."
(t) The first paragraph of Section 13.07(a) of the Agreement is hereby amended by inserting the
phrase "and affiliates" immediately after "employees" and by inserting "claims," immediately prior to "losses" in
such paragraph.
(u) Section 13.07(a)(i)(A) of the Agreement is hereby amended by inserting "data," immediately
following "certification," and by deleting the phrase "in written or electronic form".
12
(v) The following sentence is hereby added to the end of Section 13.07(a) of the Agreement:
"This indemnification shall survive the termination of this Agreement or the termination of any
party to this Agreement."
(w) Section 13.07(b)(i) of the Agreement is hereby amended by deleting such section in its entirety
and replacing it with the following:
"(i) Any failure by PHH Mortgage, any Subservicer, any Subcontractor or any
Third-Party Originator to deliver any information, report, certification, accountants' letter
or other material when and as required under this Article XIII, or any breach by PHH Mortgage
of a representation or warranty set forth in Section 13.02(a) or in a writing furnished
pursuant to Section 13.02(b) and made as of a date prior to the closing date of the related
Securitization Transaction, to the extent that such breach is not cured by such closing date,
or any breach by PHH Mortgage of a representation or warranty in a writing furnished pursuant
to Section 13.02(b) to the extent made as of a date subsequent to such closing date, shall,
except as provided in clause (ii) of this paragraph, immediately and automatically, without
notice or grace period, constitute an Event of Default with respect to PHH Mortgage under this
Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or
Depositor, as applicable, in its sole discretion to terminate the rights and obligations of PHH
Mortgage as servicer under this Agreement and/or any applicable Reconstitution Agreement
without payment (notwithstanding anything in this Agreement or any applicable Reconstitution
Agreement to the contrary) of any compensation to PHH Mortgage (and if the Servicer is
servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor
servicer reasonably acceptable to any Master Servicer for such Securitization Transaction);
provided that to the extent that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain rights or obligations
following termination of PHH Mortgage as servicer, such provision shall be given effect.
(x) Section 13.07(b)(ii) of the Agreement is hereby amended by deleting such section in its
entirety and replacing it with the following:
(i) Any failure by PHH Mortgage, any Subservicer or any Subcontractor to deliver
any information, report, certification or accountants' letter when and as required under
Section 13.04 or 13.05, including (except as provided below) any failure by PHH Mortgage to
identify pursuant to Section 13.06(b) any Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten
calendar days after the date on which such information, report, certification or accountants'
letter was required to be delivered shall constitute an Event of Default (notwithstanding any
other provision in this Agreement or any Reconstitution Agreement to the contrary) with respect
to PHH Mortgage under this Agreement and any applicable Reconstitution Agreement, and shall
13
entitle the Purchaser, any Master Servicer or any Depositor, as applicable, in its sole
discretion to terminate the rights and obligations of PHH Mortgage as servicer under this
Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding
anything in this Agreement to the contrary) of any compensation to PHH Mortgage; provided that
to the extent that any provision of this Agreement and/or any applicable Reconstitution
Agreement expressly provides for the survival of certain rights or obligations following
termination of PHH Mortgage as servicer, such provision shall be given effect."
(y) A new Section 13.08 of the Agreement is hereby added to the Agreement and shall read as follows:
"Section 13.08. Third Party Beneficiary.
For purposes of this Article XIII and any related provisions thereto, each Master
Servicer shall be considered a third-party beneficiary of this Agreement, entitled to all the
rights and benefits hereof as if it were a direct party to this Agreement."
(z) The Servicer shall deliver all reports (including all reports required under Regulation AB
pursuant to Article XIII of the Agreement) required to be delivered under the Agreement to the Master Servicer or
Securities Administrator, as applicable, at the address set forth in Section 7 herein. Notwithstanding any
provision in the Agreement to the contrary, the Servicer agrees that it will report to the Master Servicer on a
monthly basis on the date specified in the Agreement using the formats attached hereto as Exhibit III or in such
other formats as mutually agreed to by the Servicer and the Master Servicer.
(aa) The Agreement is hereby amended by deleting Exhibit 12 in its entirety and replacing it with
Exhibit IV attached hereto.
6. Continuing Effect
Except as contemplated hereby, the Agreement shall remain in full force and effect in accordance with
its terms.
7. Governing Law
This Assignment and the rights and obligations hereunder shall be governed by and construed in
accordance with the internal laws of the State of New York (other than Section 5-1401 of the New York General
Obligations Law).
8. Notices
Any notices or other communications permitted or required under the Agreement or this Assignment shall
be in writing and shall be given as follows:
• In the case of a Seller or the Servicer,
14
PHH Mortgage Corporation
0000 Xxxxxxxxxx Xxxx
Xx. Xxxxxx, XX 00000
Attention: Vice President, Servicing
• In the case of the Assignee,
Credit Suisse First Boston Mortgage Acceptance Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
• In the case of the Assignor,
Chimera Investment Corporation
1211 Avenue of the Americas, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: PHHMC 2008-CIM2
• In the case of Master Servicer or Securities Administrator,
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - PHHMC 2008-CIM2
Telecopier: (000) 000-0000
9. Counterparts
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same instrument.
10. Miscellaneous
(a) The Servicer hereby acknowledges that the Specified Mortgage Loans and the rights assigned to
the Assignee under this Assignment will be assigned to PHH Mortgage Trust, Series 2008-CIM2 (the "Trust")
pursuant to the Sale and Servicing Agreement. The Servicer agrees that such rights will be for the benefit of
the Trust and the Owner Trustee, in its individual capacity and in its capacity as Owner Trustee. Under the Sale
and Servicing Agreement, Xxxxx Fargo Bank, N.A. has been appointed as the Master Servicer of the Specified
Mortgage Loans. As a result of such appointment, the Servicer acknowledges that the Master Servicer has the
right to enforce all obligations of the Servicer under the Agreement. Such rights will include, without
limitation, the right to terminate the Servicer under the Agreement upon the occurrence of an Event of Default
thereunder, the right to receive all remittances required to be made by the Servicer under the Agreement, the
right to receive all monthly reports and other data and information required to be delivered by the Servicer
under the Agreement, the right to examine the books and records of the Servicer, indemnification rights and the
right to exercise certain rights of consent and approval relating to actions taken by the Servicer. The Servicer
shall make all distributions under the Agreement required to be made to the Securities Administrator by wire
transfer of immediately available funds to:
15
Xxxxx Fargo Bank, N. A.
ABA # 000-000-000
Account Name: SAS Clearing
Account # 0000000000
For Further Credit to: PHHMC 2008-CIM2 Account Number 00000000
(b) If the Offered Notes are not sold to third-party investors on or prior to the Closing Date, the
Depositor shall not be obligated to purchase the Mortgage Loans from Chimera pursuant to this Assignment, and, if
the Depositor has already purchased the Mortgage Loans from Chimera pursuant to this Assignment, the Depositor
will return the Mortgage Loans to Chimera and Chimera will return all amounts received as consideration for such
Mortgage Loans.
(c) No term or provision of this Assignment 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.
(d) This Assignment shall inure to the benefit of the successors and assigns of the parties hereto.
Any entity into which Assignor, Assignee, Servicer or Seller may be merged or consolidated shall, without the
requirement for any further writing, be deemed Assignor, Assignee, Servicer or Seller, respectively, hereunder.
(e) This Assignment shall survive the conveyance of the Specified Mortgage Loans, the assignment of
the Agreement to the extent of the Specified Mortgage Loans by Assignor to Assignee and by the Assignee to the
Trust and the termination of the Agreement.
(f) This Assignment 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.
(g) In the event that any provision of this Assignment conflicts with any provision of the
Agreement with respect to the Specified Mortgage Loans, the terms of this Assignment shall control.
(h) To the fullest extent permitted under applicable law, each party hereto hereby irrevocably
waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this
Assignment.
11. Acknowledgement and Agreement with Specified Provisions of Sale and Servicing Agreement.
(a) The Servicer hereby acknowledges and agrees to be bound by the provisions of Section 3.23 of
the Sale and Servicing Agreement.
16
(b) The Servicer hereby acknowledges and agrees to be bound by the provisions of the last paragraph
of Section 2.04 of the Sale and Servicing Agreement.
(c) The Servicer hereby acknowledges and agrees to be bound by the provisions of Section 3.13 of
the Sale and Servicing Agreement.
(d) The Servicer hereby acknowledges and agrees to be bound by the provisions of Section 3.19(a)(i)
of the Sale and Servicing Agreement.
(e) The parties hereto acknowledge the rights of the Servicer contained in Article X of the Sale
and Servicing Agreement and the ability of the Servicer to exercise such rights and the Servicer hereby
acknowledges the designation of rights contained therein.
12. Special Representation and Warranty of the Depositor to PHH Mortgage Corporation.
(a) The Depositor hereby represents and warrants to PHH Mortgage Corporation that none of the
Specified Mortgage Loans are governed by the Georgia Fair Lending Act, if such Mortgage Loan was originated on or
after October 1, 2002 through March 6, 2003.
[Assignment continues with signature page]
17
IN WITNESS WHEREOF, the parties hereto have executed this Assignment the day and year first above
written.
ASSIGNOR:
CHIMERA INVESTMENT CORPORATION
By: _________________________
Name: _________________________
Title: _________________________
SELLER:
PHH MORTGAGE CORPORATION
By: _________________________
Name: _________________________
Title: _________________________
ASSIGNEE:
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
By: _________________________
Name: _________________________
Title: _________________________
SERVICER:
PHH MORTGAGE CORPORATION
By: _________________________
Name: _________________________
Title: _________________________
Acknowledged and Agreed to by:
XXXXX FARGO BANK, N.A.
By: _________________________
Name: _________________________
Title: _________________________
EXHIBIT I
SPECIFIED MORTGAGE LOAN SCHEDULE
EXHIBIT II
MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT DATED AS OF DECEMBER 14, 2007 BETWEEN CHIMERA INVESTMENT
CORPORATION, PURCHASER AND PHH MORTGAGE CORPORATION AND XXXXXX'X GATE RESIDENTIAL MORTGAGE TRUST
EXHIBIT III
Exhibit : Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line
items. Claim packages are due on the remittance report date. Late submissions may result in claims not
being passed until the following month. The Servicer is responsible to remit all funds pending loss
approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization
Schedule from date of default through liquidation breaking out the net interest and servicing
fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned
if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule
from date of default through liquidation breaking out the net interest and servicing fees
advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as
calculated on a monthly basis. For documentation, an Amortization Schedule from date of default
through liquidation breaking out the net interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing
period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of
servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer
Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow
Agent / Attorney
Letter of Proceeds Breakdow
* 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 ( ).
Exhibit 3A: 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 Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________________
Standard Loan Level File Layout - Master Servicing
_________________________________________________________________________________________________________________________________
Exhibit 1: Layout
_________________________________________________________________________________________________________________________________
Column Name Description Decimal Format Comment Max
Size
_________________________________________________________________________________________________________________________________
Each file requires the following fields:
_________________________________________________________________________________________________________________________________
SER_INVESTOR_NBR A value assigned by the Servicer to define a group of Text up to 20 digits 20
loans.
_________________________________________________________________________________________________________________________________
LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10
investor.
_________________________________________________________________________________________________________________________________
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. Text up to 10 digits 10
This may be different than the LOAN_NBR.
_________________________________________________________________________________________________________________________________
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest 2 No commas(,) or 11
payment that a borrower is expected to pay, P&I dollar signs ($)
constant.
_________________________________________________________________________________________________________________________________
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 4 Max length of 6 6
as reported by the Servicer.
_________________________________________________________________________________________________________________________________
SERV_FEE_RATE The servicer's fee rate for a loan as reported by the 4 Max length of 6 6
Servicer.
_________________________________________________________________________________________________________________________________
SERV_FEE_AMT The servicer's fee amount for a loan as reported by 2 No commas(,) or 11
the Servicer. dollar signs ($)
_________________________________________________________________________________________________________________________________
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or 11
Servicer. dollar signs ($)
_________________________________________________________________________________________________________________________________
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
_________________________________________________________________________________________________________________________________
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6
forecasted rate.
_________________________________________________________________________________________________________________________________
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or 11
beginning of the processing cycle. dollar signs ($)
_________________________________________________________________________________________________________________________________
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of 2 No commas(,) or 11
the processing cycle. dollar signs ($)
_________________________________________________________________________________________________________________________________
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY 10
borrower's next payment is due to the Servicer, as
reported by Servicer.
_________________________________________________________________________________________________________________________________
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
_________________________________________________________________________________________________________________________________
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
_________________________________________________________________________________________________________________________________
CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment 2 No commas(,) or 11
amount, if applicable. dollar signs ($)
_________________________________________________________________________________________________________________________________
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
_________________________________________________________________________________________________________________________________
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
_________________________________________________________________________________________________________________________________
CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment 2 No commas(,) or 11
amount, if applicable. dollar signs ($)
_________________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________________
Exhibit 1: Continued Standard Loan Level File Layout
_________________________________________________________________________________________________________________________________
Column Name Description Decimal Format Comment Max
Size
_________________________________________________________________________________________________________________________________
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
_________________________________________________________________________________________________________________________________
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10
curtailment amount.
_________________________________________________________________________________________________________________________________
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment 2 No commas(,) or 11
amount, if applicable. dollar signs ($)
_________________________________________________________________________________________________________________________________
PIF_AMT The loan "paid in full" amount as reported by the 2 No commas(,) or 11
Servicer. dollar signs ($)
_________________________________________________________________________________________________________________________________
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
_________________________________________________________________________________________________________________________________
ACTION_CODE The standard FNMA numeric code used to indicate the Action Code Key: 2
default/delinquent status of a particular loan. 15=Bankruptcy,
30=Foreclosure,
,
60=PIF,
63=Substitution,
65=Repurchase,70=REO
_________________________________________________________________________________________________________________________________
INT_ADJ_AMT The amount of the interest adjustment as reported by 2 No commas(,) or 11
the Servicer. dollar signs ($)
_________________________________________________________________________________________________________________________________
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or 11
applicable. dollar signs ($)
_________________________________________________________________________________________________________________________________
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or 11
dollar signs ($)
_________________________________________________________________________________________________________________________________
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No commas(,) or 11
applicable. dollar signs ($)
_________________________________________________________________________________________________________________________________
Plus the following applicable fields:
_________________________________________________________________________________________________________________________________
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the 2 No commas(,) or 11
beginning of the cycle date to be passed through to dollar signs ($)
investors.
_________________________________________________________________________________________________________________________________
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at 2 No commas(,) or 11
the end of a processing cycle. dollar signs ($)
_________________________________________________________________________________________________________________________________
SCHED_PRIN_AMT The scheduled principal amount as reported by the 2 No commas(,) or 11
Servicer for the current cycle -- only applicable for dollar signs ($)
Scheduled/Scheduled Loans.
_________________________________________________________________________________________________________________________________
SCHED_NET_INT The scheduled gross interest amount less the service 2 No commas(,) or 11
fee amount for the current cycle as reported by the dollar signs ($)
Servicer -- only applicable for Scheduled/Scheduled
Loans.
_________________________________________________________________________________________________________________________________
ACTL_PRIN_AMT The actual principal amount collected by the Servicer 2 No commas(,) or 11
for the current reporting cycle -- only applicable for dollar signs ($)
Actual/Actual Loans.
_________________________________________________________________________________________________________________________________
ACTL_NET_INT The actual gross interest amount less the service fee 2 No commas(,) or 11
amount for the current reporting cycle as reported by dollar signs ($)
the Servicer -- only applicable for Actual/Actual
Loans.
_________________________________________________________________________________________________________________________________
PREPAY_PENALTY_ AMT The penalty amount received when a borrower prepays on 2 No commas(,) or 11
his loan as reported by the Servicer. dollar signs ($)
_________________________________________________________________________________________________________________________________
PREPAY_PENALTY_WAIVED The prepayment penalty amount for the loan waived by 2 No commas(,) or 11
the servicer. dollar signs ($)
_________________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________________
Exhibit 1: Continued Standard Loan Level File Layout
_________________________________________________________________________________________________________________________________
Column Name Description Decimal Format Comment Max
Size
_________________________________________________________________________________________________________________________________
MOD_DATE The Effective Payment Date of the Modification for the MM/DD/YYYY 10
loan.
_________________________________________________________________________________________________________________________________
MOD_TYPE The Modification Type. Varchar - value can 30
be alpha or numeric
_________________________________________________________________________________________________________________________________
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or 11
advances made by Servicer. dollar signs ($)
_________________________________________________________________________________________________________________________________
BREACH_FLAG Flag to indicate if the repurchase of a loan is due to Y=Breach 1
a breach of Representations and Warranties N=NO Breach
Let blank if N/A
_________________________________________________________________________________________________________________________________
Exhibit : 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 MM/DD/YYYY
to the servicer at the end of processing cycle,
as reported by Servicer.
___________________________________________________________________________________________________________________________
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
___________________________________________________________________________________________________________________________
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
___________________________________________________________________________________________________________________________
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
___________________________________________________________________________________________________________________________
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
___________________________________________________________________________________________________________________________
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
___________________________________________________________________________________________________________________________
BANKRUPTCY_DCHRG_DISM_ DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
___________________________________________________________________________________________________________________________
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
___________________________________________________________________________________________________________________________
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
___________________________________________________________________________________________________________________________
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled MM/DD/YYYY
To End/Close
___________________________________________________________________________________________________________________________
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
___________________________________________________________________________________________________________________________
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure
proceedings.
___________________________________________________________________________________________________________________________
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
___________________________________________________________________________________________________________________________
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
___________________________________________________________________________________________________________________________
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
___________________________________________________________________________________________________________________________
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 2 No commas(,) or
sale. dollar signs ($)
___________________________________________________________________________________________________________________________
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
___________________________________________________________________________________________________________________________
EVICTION_COMPLETED_DATE The date the court revokes legal possession of MM/DD/YYYY
the property from the borrower.
___________________________________________________________________________________________________________________________
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or
dollar signs ($)
___________________________________________________________________________________________________________________________
LIST_DATE The date an REO property is listed at a MM/DD/YYYY
particular price.
___________________________________________________________________________________________________________________________
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 MM/DD/YYYY
the Servicer.
___________________________________________________________________________________________________________________________
REO_CLOSING_DATE The date the REO sale of the property is MM/DD/YYYY
scheduled to close.
___________________________________________________________________________________________________________________________
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
c
___________________________________________________________________________________________________________________________
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 2
on brokers price opinion or appraisal.
___________________________________________________________________________________________________________________________
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price
opinion or appraisal.
___________________________________________________________________________________________________________________________
If applicable:
___________________________________________________________________________________________________________________________
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
___________________________________________________________________________________________________________________________
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
___________________________________________________________________________________________________________________________
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
___________________________________________________________________________________________________________________________
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or
dollar signs ($)
___________________________________________________________________________________________________________________________
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
___________________________________________________________________________________________________________________________
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 MM/DD/YYYY
By The Pool Insurer
___________________________________________________________________________________________________________________________
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or
dollar signs ($)
___________________________________________________________________________________________________________________________
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
___________________________________________________________________________________________________________________________
dollar signs ($)
___________________________________________________________________________________________________________________________
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 ($)
___________________________________________________________________________________________________________________________
FRCLSR_SALE_TYPE The foreclosure sales results: REO, Third Party,
Conveyance to HUD/VA
___________________________________________________________________________________________________________________________
REO_PROCEEDS The net proceeds from the sale of the REO No commas(,) or
property. dollar signs ($)
___________________________________________________________________________________________________________________________
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 10 MM/DD/YYYY
Hazard Insurance Company.
___________________________________________________________________________________________________________________________
HAZARD_CLAIM_AMT The amount of the Hazard Insurance Claim filed. 11 No commas(,) or
dollar signs ($)
___________________________________________________________________________________________________________________________
HAZARD_CLAIM_PAID_DATE The date the Hazard Insurance Company disbursed 10 MM/DD/YYYY
the claim payment.
___________________________________________________________________________________________________________________________
HAZARD_CLAIM_PAID_AMT The amount the Hazard Insurance Company paid on 11 No commas(,) or
the claim. dollar signs ($)
___________________________________________________________________________________________________________________________
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 2: Standard File Layout - 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 2: Standard File Layout - Delinquency Reporting
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 2: Standard File Layout - Delinquency Reporting
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 IV
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Servicer shall address, at a minimum, the criteria identified
as below as "Applicable Servicing Criteria":
______________________________________________________________________________________________________________________
SERVICING CRITERIA APPLICABLE SERVICING
CRITERIA
______________________________________________________________________________________________________________________
Reference Criteria
______________________________________________________________________________________________________________________
General Servicing Considerations
______________________________________________________________________________________________________________________
1122(d)(1)(i) X
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
accordance with the transaction agreements.
______________________________________________________________________________________________________________________
If any material servicing activities are outsourced to
third parties, policies and procedures are instituted to X
monitor the third party's performance and compliance with
1122(d)(1)(ii) such servicing activities.
______________________________________________________________________________________________________________________
Any requirements in the transaction agreements to maintain X
1122(d)(1)(iii) a back-up servicer for the mortgage loans are maintained.
______________________________________________________________________________________________________________________
A fidelity bond and errors and omissions policy is in
effect on the party participating in the servicing function X
throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements.
______________________________________________________________________________________________________________________
Cash Collection and Administration
______________________________________________________________________________________________________________________
1122(d)(2)(i) Payments on mortgage loans are deposited into the X
appropriate custodial bank accounts and related bank
clearing accounts no more than two business days following
receipt, or such other number of days specified in the
transaction agreements.
______________________________________________________________________________________________________________________
Disbursements made via wire transfer on behalf of an X
obligor or to an investor are made only by authorized
1122(d)(2)(ii) personnel.
______________________________________________________________________________________________________________________
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees X
charged for such advances, are made, reviewed and approved
1122(d)(2)(iii) as specified in the transaction agreements.
______________________________________________________________________________________________________________________
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of X
overcollateralization, are separately maintained (e.g.,
with respect to commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
______________________________________________________________________________________________________________________
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally X
insured depository institution" with respect to a foreign
financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the
1122(d)(2)(v) Securities Exchange Act.
______________________________________________________________________________________________________________________
Unissued checks are safeguarded so as to prevent X
1122(d)(2)(vi) unauthorized access.
______________________________________________________________________________________________________________________
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts.
These reconciliations are (A) mathematically accurate; (B)
prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by X
someone other than the person who prepared the
reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are resolved
within 90 calendar days of their original identification,
or such other number of days specified in the transaction
1122(d)(2)(vii) agreements.
______________________________________________________________________________________________________________________
Investor Remittances and Reporting
______________________________________________________________________________________________________________________
1122(d)(3)(i) X
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared
in accordance with timeframes and other terms set forth in
the transaction agreements; (B) provide information
calculated in accordance with the terms specified in the
transaction agreements; (C) are filed with the Commission
as required by its rules and regulations; and (D) agree
with investors' or the trustee's records as to the total
unpaid principal balance and number of mortgage loans
serviced by the Servicer.
______________________________________________________________________________________________________________________
Amounts due to investors are allocated and remitted in X
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
______________________________________________________________________________________________________________________
Disbursements made to an investor are posted within two
business days to the Servicer's investor records, or such X
other number of days specified in the transaction
1122(d)(3)(iii) agreements.
______________________________________________________________________________________________________________________
Amounts remitted to investors per the investor reports X
agree with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
______________________________________________________________________________________________________________________
Pool Asset Administration
______________________________________________________________________________________________________________________
1122(d)(4)(i) X
Collateral or security on mortgage loans is maintained as
required by the transaction agreements or related mortgage
loan documents.
______________________________________________________________________________________________________________________
Mortgage loan and related documents are safeguarded as X
1122(d)(4)(ii) required by the transaction agreements
______________________________________________________________________________________________________________________
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any X
1122(d)(4)(iii) conditions or requirements in the transaction agreements.
______________________________________________________________________________________________________________________
Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are
posted to the Servicer's obligor records maintained no more
than two business days after receipt, or such other number X
of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g.,
escrow) in accordance with the related mortgage loan
1122(d)(4)(iv) documents.
______________________________________________________________________________________________________________________
The Servicer's records regarding the mortgage loans agree
with the Servicer's records with respect to an obligor's X
1122(d)(4)(v) unpaid principal balance.
______________________________________________________________________________________________________________________
Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are
made, reviewed and approved by authorized personnel in X
accordance with the transaction agreements and related pool
1122(d)(4)(vi) asset documents.
______________________________________________________________________________________________________________________
1122(d)(4)(vii) X
Loss mitigation or recovery actions (e.g., forbearance
plans, modifications and deeds in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the
transaction agreements.
______________________________________________________________________________________________________________________
1122(d)(4)(viii) X
Records documenting collection efforts are maintained
during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such records
are maintained on at least a monthly basis, or such other
period specified in the transaction agreements, and
describe the entity's activities in monitoring delinquent
mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
______________________________________________________________________________________________________________________
Adjustments to interest rates or rates of return for X
mortgage loans with variable rates are computed based on
1122(d)(4)(ix) the related mortgage loan documents.
______________________________________________________________________________________________________________________
Regarding any funds held in trust for an obligor (such as
escrow accounts): (A) such funds are analyzed, in
accordance with the obligor's mortgage loan documents, on
at least an annual basis, or such other period specified in
the transaction agreements; (B) interest on such funds is X
paid, or credited, to obligors in accordance with
applicable mortgage loan documents and state laws; and (C)
such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or
such other number of days specified in the transaction
1122(d)(4)(x) agreements.
______________________________________________________________________________________________________________________
Payments made on behalf of an obligor (such as tax or
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the X
appropriate bills or notices for such payments, provided
that such support has been received by the servicer at
least 30 calendar days prior to these dates, or such other
1122(d)(4)(xi) number of days specified in the transaction agreements.
______________________________________________________________________________________________________________________
Any late payment penalties in connection with any payment
to be made on behalf of an obligor are paid from the X
servicer's funds and not charged to the obligor, unless the
1122(d)(4)(xii) late payment was due to the obligor's error or omission.
______________________________________________________________________________________________________________________
Disbursements made on behalf of an obligor are posted
within two business days to the obligor's records X
maintained by the servicer, or such other number of days
1122(d)(4)(xiii) specified in the transaction agreements.
______________________________________________________________________________________________________________________
Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
1122(d)(4)(xiv) agreements.
______________________________________________________________________________________________________________________
1122(d)(4)(xv)
Any external enhancement or other support, identified in
Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
______________________________________________________________________________________________________________________
