ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Exhibit
99.7
EXECUTION
VERSION
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, (the “Assignment”) dated as
of May 1, 2007, among Xxxxxx Xxxxxxx Capital I Inc., a Delaware corporation
(the
“Depositor”),
Xxxxxx Xxxxxxx Mortgage Capital Inc. (“MSMCI”), Central
Mortgage Company, an Arkansas corporation (“Servicer”), and
LaSalle Bank National Association (“LaSalle”), as trustee
(“Trustee”) of
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-8XS (the “Trust”) and acknowledged by
Xxxxx Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the
“Securities Administrator”).
WHEREAS
MSMCI is the owner of various mortgage loans, including the mortgage loans
identified on Schedule 1 hereto (the “Specified Mortgage
Loans”) and the Servicer has previously purchased the servicing rights
with respect to the Specified Mortgage Loans;
WHEREAS,
in connection with the servicing of the Specified Mortgage Loans, the Servicer
agrees that, from and after the date hereof, each Specified Mortgage Loan will
be serviced pursuant to that certain servicing agreement, dated as of May 20,
2005 (the “Initial
GMAC Flow Servicing Agreement”), by and between MSMCI and GMAC Mortgage
Corporation, as amended by the First Amended and Restated Servicing Agreement,
dated as of January 1, 2006 (the “Amended Flow Servicing
Agreement” and, together with the Initial GMAC Flow Servicing Agreement,
the “GMAC Flow
Servicing Agreement”) and as further modified hereby (this Assignment,
together with GMAC Flow Servicing Agreement, is collectively hereby referred
to
as the “Servicing
Agreement”;
WHEREAS
the Depositor has agreed, on the terms and conditions contained herein, to
purchase from MSMCI the Specified Mortgage Loans; and
WHEREAS
the Trustee, on behalf of the Trust, has agreed, on the terms and conditions
contained herein, to purchase from the Depositor the Specified Mortgage
Loans;
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
|
Pursuant
to this Assignment, the Purchaser hereby grants, transfers and assigns (i)
its
rights and obligations, as “Owner” under the Servicing Agreement with respect to
the Specified Mortgage Loans other than the Servicing Rights which the Servicer
explicitly retains and (ii) any rights granted to the Purchaser as Owner under
the Servicing Agreement to the Depositor (the “First Assignment
and
Assumption”), and the Depositor hereby acknowledges the First Assignment
and Assumption. Immediately after giving effect to the First Assignment and
Assumption, the Depositor hereby grants, transfers and assigns its rights and
obligations in and under the First Assignment and Assumption to the Trustee,
on
behalf of the Trust, and the
1
Trustee,
on behalf of the Trust, hereby accepts such assignment from the Depositor (the
“Second Assignment
and
Assumption”).
The
Servicer hereby acknowledges each of the First Assignment and Assumption and
the
Second Assignment and Assumption.
For
the
purposes of this Assignment and the Servicing Agreement, Schedule 1 hereto
shall
constitute a “Mortgage
Loan Schedule” as such term is defined in the Servicing Agreement, and
the assignment set forth herein shall constitute a “Reconstitution” (as such
term is defined in the Servicing Agreement).
2.
|
Recognition
of
Trustee
|
The
parties confirm that this Assignment includes the rights relating to amendments
or waivers under the Servicing Agreement. Accordingly, the right of
MSMCI, as Owner, to consent to any amendment of the Servicing Agreement and
its
rights concerning waivers as set forth in Section 16 of the Servicing Agreement
shall be exercisable, to the extent any such amendment or waiver affects the
Specified Mortgage Loans or any of the rights under the Servicing Agreement
with
respect thereto (other than the servicing of the Specified Mortgage Loans,
which
shall be enforced by the Master Servicer) by the Trustee on behalf of the Trust
as the successor to the Purchaser in its capacity as Owner under the Servicing
Agreement.
It
is
expressly understood and agreed by the parties hereto that (i) this Assignment
is executed and delivered by LaSalle Bank National Association, not individually
or personally but solely on behalf of the Trust, as assignee, in the exercise
of
the powers and authority conferred and vested in it, as Trustee, pursuant to
the
Pooling and Servicing Agreement dated as of May 1, 2007 among the Depositor,
Xxxxx Fargo Bank, National Association, as securities administrator and master
servicer, and the Trustee (the “Pooling and Servicing
Agreement”), (ii) each of the representations, undertakings and
agreements herein made on the part of the Trust as assignee is made and intended
not as personal representations, undertakings and agreements by LaSalle Bank
National Association but is made and intended for the purpose of binding only
the Trust, (iii) nothing herein contained shall be construed as creating any
liability for LaSalle Bank National Association, individually or personally,
to
perform any covenant (either express or implied) contained herein and (iv)
under
no circumstances shall LaSalle Bank National Association be personally liable
for the payment of any indebtedness or expenses of the Trust, or be liable
for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Trust under this Assignment and (v) all recourse
for
any payment liability or other obligation of the Trust as assignee shall be
had
solely to the assets of the Trust.
3.
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Representations
and
Warranties
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(a)
|
The
Servicer hereby warrants and represents to, and covenants with, the
Owner
and the Trustee that, except as modified pursuant to Section 6 of
this
Assignment, each of the representations and warranties set forth
in
Section 6.01 of the GMAC Servicing Agreement are true and correct
with
respect to the Servicer as of the date
hereof.
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2
(b)
|
Each
of the parties hereto represents and warrants that it is duly and
legally
authorized to enter into this
Assignment.
|
(c)
|
The
Servicer hereby warrants and represents that it is a FannieMae- or
FHLMC-approved Person.
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(d)
|
Each
of the Depositor, the Owner and the Servicer represents and warrants
that
this Assignment has been duly authorized, executed and delivered
by it and
(assuming due authorization, execution and delivery thereof by each
of the
other parties hereto) constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization
or
other similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (regardless of whether
such
enforcement is considered in a proceeding in equity or at law) and
in the
case of the Servicer, laws affecting the contract obligations of
insured
banks.
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(e)
|
The
Servicer hereby agrees that, for so long as the Trust is reporting
under
the Exchange Act, its obligations under Sections 5.04 and 5.05 of
the
Initial Servicing Agreement and under Sections 31.04 and 31.05
of the Servicing Agreement, as modified by this Assignment, shall
survive
the termination and removal of the Servicer as servicer of the Specified
Mortgage Loans in the Trust and continue to apply for each calendar
year
during which the Servicer services the Specified Mortgage
Loans.
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2. The
Servicer hereby acknowledges that Xxxxx Fargo Bank, National Association has
been appointed as the Master Servicer of the Specified Mortgage Loans pursuant
to the Pooling and Servicing Agreement and, therefore, has the right to enforce
all obligations of the Servicer under the Servicing Agreement. Such rights
will
include, without limitation, the right to terminate the Servicer under the
Servicing Agreement as provided thereunder, the right to receive all remittances
required to be made by the Servicer under the Servicing Agreement, the right
to
receive all monthly reports and other data required to be delivered by the
Servicer under the Servicing Agreement, the right to examine the books and
records of the Servicer and the right to exercise certain rights of consent
and
approval granted to the Purchaser under the Servicing Agreement.
In
accordance with the Second Assignment and Assumption, the Trustee, as Owner,
hereby directs the Servicer to make all distributions under the Servicing
Agreement to the Master Servicer by wire transfer of immediately available
funds
to:
Xxxxx
Fargo Bank, National Association
ABA
Number: 000-000-000
Account
Name: Corporate Trust Clearing
Account
number: 0000000000
For
further credit to: 53153400, MSM 2007-8XS
3
In
accordance with the Second Assignment and Assumption, the Trustee, as Owner,
hereby directs the Servicer to deliver all reports required to be delivered
under the Servicing Agreement to the Master Servicer at the following
address:
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Manager, MSM 2007-8XS
Office
Number: (000) 000-0000
Telecopier:
(000) 000-0000
3. Amendments
to the GMAC
Servicing Agreement:
The
parties to this Assignment hereby agree to amend the GMAC Servicing Agreement
as
follows with respect to the Specified Mortgage Loans:
(a) The
following definitions in Section 1 are revised as follows with respect to the
Specified Mortgage Loans:
a. “Eligible
Account”
shall have the meaning set forth in the Pooling and Servicing Agreement;
provided, however, that for purposes of this Assignment, an account maintained
with Arvest Bank shall be an Eligible Account.
b. “Eligible
Investments”
shall have the meaning of Permitted Investments set forth in the Pooling
and
Servicing Agreement.
c. “Indemnified
Party”: each Party described in the first sentence of Section
31.07(a) of the Servicing Agreement.
d. “Remittance
Date” shall mean no later than 1:00 p.m., New York time, on
the 18th day of each month, or if such 18th day is not a Business Day, the
first
Business Day immediately following such 18th day.
(b) Section
2.08(b) of the GMAC Servicing Agreement is hereby deleted in its
entirety.
(c) Solely
with respect to the Specified Mortgage Loans, the words “; provided, however,”
to and including the end of the penultimate sentence of paragraph (a) of Section
3.01 are hereby deleted.
(d) Solely
with respect to the Specified Mortgage Loans, the following sentence is inserted
as the last sentence of the second paragraph of Section 3.08 of the Servicing
Agreement, "All Eligible Investments must mature no later than the Remittance
Date on which the amounts invested in such Eligible Investments must be remitted
to the Trust."
(e) Section
3.04(ix) of the Servicing Agreement is hereby amended and restated in its
entirety as follows:
4
“(ix) with
respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount,
if any, for the month of distribution. Such deposit shall be made
from the Servicer’s own funds in an amount up to the Compensating Interest for
the related month of distribution; and”
(f) The
following paragraph is hereby incorporated into the Servicing Agreement as
new
Section 3.19:
“3.19 Fair
Credit Reporting
Act
The
Servicer, in its capacity as servicer for each Mortgage Loan, agrees to fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to Equifax, Experian and Trans Union Credit
Information Servicer (three of the credit repositories), on a monthly
basis.”
(g) Solely
with respect to the Specified Mortgage Loans, the following deletions are hereby
made to the fourth paragraph of Section 4.01:
a. the
words “following the Business Day” are hereby deleted from the firstsentence
and
b. the
word “second” is hereby deleted from the second sentence.
(h) Solely
with respect to the Specified Mortgage Loans, the first sentence of Section
5.04
is amended by adding the words “(with a copy to the Master Servicer)” after the
word “Owner”.
(i) Solely
with respect to the Specified Mortgage Loans, Section 7.02 is hereby amended
by
deleting each appearance of the word “corporation” and (i) in the first
paragraph thereof, replacing it with the words “limited liability company,” and
(ii) in the second paragraph thereof, replacing it with the word
“Person.”
(j) Solely
with respect to the Specified Mortgage Loans, Section 8.01(b) is hereby amended
and restated as follows:
“(b) failure
on the part of the Servicer duly to observe or perform in any material respect
any other of the covenants or agreements on the part of the Servicer set forth
in this Agreement (including but not limited to breach by Servicer of any one
or
more of the representations, warranties and covenants of the Servicer as set
forth in Section 6.01 above) which continues uncured for a period of thirty
(30)
days (except that (x) such number of days shall be fifteen (15) days in the
case
of a failure to pay any premium for any insurance policy required to be
maintained under this Agreement and (y) such number of days shall be fourteen
(14) calendar days with respect to the reports required under Sections 31.04
and
31.05 and the last paragraph of Section 25) after the earlier of the date on
which (i) written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Owner, or (ii) Servicer first
becomes aware of such failure.”
5
(k) Solely
with respect to the Specified Mortgage Loans, the rights of the Servicer
pursuant to clause (iv) of Section 9.01(a) are hereby deleted.
(l) Solely
with respect to the Specified Mortgage Loans, the rights of the Servicer
pursuant to Section 9.02 are hereby deleted.
(m) Section
20(a) of the Servicing Agreement is hereby amended to add the Master Servicer
as
an “Indemnified Party” in accordance with such Section.
(n) Section
21.02(a) of the GMAC Servicing Agreement is hereby replaced in its entirety
with
the following:
“(a)
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS ASSIGNMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE
STATE OF DELAWARE, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR
DELAWARE, AND APPELLATE COURTS FROM ANY THEREOF;”
(o) Solely
with respect to the Specified Mortgage Loans, the following is added to the
end
of Section 22(a):
“or
as
necessary to provide the reports required by Section 4.05 of the Pooling and
Servicing Agreement.”
(p) Section
31.03(d) of the Servicing Agreement is hereby amended and restated in its
entirety as follows:
“For
the
purpose of satisfying its reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Company shall (or shall
cause each Subservicer to) (i) promptly notify the Purchaser, any Master
Servicer and any Depositor in writing of (A) any litigation or governmental
proceedings pending against the Company, any Subservicer that would be material
to securityholders, (B) any affiliations or relationships that develop following
the closing date of a Securitization Transaction between the Company, any
Subservicer 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, but only to the extent
that such affiliations or relationships do not include the Purchaser, Depositor
or any of their respective affiliates as a party, (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 Company and
(E)
the Company’s entry into an agreement with a Subcontractor to perform or assist
the Company with the performance of any of the Company’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.”
6
(q) Section
31.03 (f) of the Servicing Agreement is hereby amended and restated in its
entirety as follows:
“In
addition to such information as the Company, as servicer, is obligated to
provide pursuant to other provisions of this Agreement, not later than ten
(10)
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 Company or any Subservicer, the Company or such
Subservicer, as applicable, shall, to the extent the Company 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).
(r) The
following is inserted as 31.03 (g) of the Servicing Agreement:
“The
Company shall provide to the Purchaser, any Master Servicer and any Depositor,
evidence of the authorization of the person signing any certification or
statement, copies or other evidence of Fidelity Bond Insurance and Errors and
Omission Insurance policy, financial information and reports, and such other
information related to the Company or any Subservicer or the Company or such
Subservicer’s performance hereunder.”
(s) Section
31.04 is hereby amended and restated in its entirety as follows:
“On
or
before March 1 of each calendar year, commencing in 2008, the Servicer shall
deliver to the Owner, Master Servicer and any Depositor a statement of
compliance addressed to the Owner, 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 Assignment 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
Assignment and any applicable Reconstitution Agreement in all material respects
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
7
identifying
each such failure known to such officer and the nature and the status
thereof.”
(t) Section
31.05(a)(iv) of the Servicing Agreement is hereby amended and restated in its
entirety as follows:
“deliver,
and cause each Subservicer and Subcontractor described in clause (iii) above
to
deliver, to the Purchaser, the 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 an appropriate officer of the Servicer, in the form
attached hereto as Exhibit I. In addition to providing the Sarbanes
Certification, the Servicer shall also cooperate with the Depositor and provide
such additional information as the Depositor may reasonably request with respect
thereto.”
(u) The
third sentence of Section 31.06(a) is amended to require the Company to cause
any Subservicer or Subcontractor to comply with all of the following Sections
of
the Servicing Agreement: Xxxxxxx 00.00, Xxxxxxx 00.00(x), (x), (x)
and (g), Section 31.04, Section 31.05, Section 31.06(a) and Section
31.07.
(v) The
last sentence of the second paragraph of Section 31.06(b) is amended to require
the Company to cause any Subservicer or Subcontractor to provide any assessment
of compliance and attestation but also any other certifications required to
delivered under Section 31.05.
(w) Section
31.07(a)(ii) of the Servicing Agreement is hereby amended and restated in its
entirety as follows:
“(ii) any
breach by the Company under this Section 31, including particularly any failure
by the Company, any Subservicer, any Subcontractor to deliver any information,
report, certification, accountants’ letter or other material when and as
required, under this Article II, including any failure by the Company to
identify pursuant to Section 31.06(b) any Subcontractor “participating in the
servicing function” within the meaning of Item 1122 of Regulation
AB;”
(x) The
word “or” is struck at the end of Section 31.07(a)(ii) of the Servicing
Agreement, the word “or” is added at the end of Section 31.07(a)(iii) of the
Servicing Agreement, and the following is inserted to Section 31.07(a) of the
Servicing Agreement:
“(iv) negligence,
bad faith or willful misconduct of the Company in connection with its
performance under this Article II.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless an Indemnified Party, then the Company agrees that it shall contribute
to the amount paid or payable by such Indemnified Party as a result of any
claims, losses, damages or liabilities incurred by such Indemnified Party in
such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Company on the other.
8
This
indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.”
(y) The
following parenthetical is inserted directly before the proviso in the last
sentence of the first paragraph of Section 31.07(b)(i) of the Servicing
Agreement:
“(and
if
the Company is servicing any of the Mortgage Loans in a Securitization
Transaction, appoint a successor servicer reasonably acceptable to the Master
Servicer for such Securitization Transaction)”
(z) The
following paragraph is hereby incorporated into the Servicing Agreement asnew
Section 32:
“Third
Party Beneficiary. For purposes of this Agreement, any master
servicer appointed in connection with a Reconstitution by the Owner shall be
considered a third party beneficiary to this Agreement (including but not
limited to Sections 31.01, 31.03 and 31.04 hereof) with respect to the Specified
Mortgage Loans entitled to all the rights and benefits accruing to any master
servicer herein with respect to the Specified Mortgage Loans as if it were
a
direct party to this Agreement.”
(aa) Schedule
I to the Servicing Agreement is hereby replaced in its entirety with the Amended
and Restated Schedule I attached to this Assignment as Exhibit II.
(bb) Exhibit
J to the Servicing Agreement is hereby replaced in its entirety with Exhibit
IV
attached hereto.
(cc) All
assessments, reports and certifications required to be delivered by the Servicer
this Assignment shall include the Master Servicer as an addressee, and the
Master Servicer shall be entitled to rely upon all such assessments, reports
and
certifications.
(dd) Written
notice provided in compliance with Sections 31.03(d), (e) or (f) of the GMAC
Servicing Agreement shall be substantially in the form of Exhibit III to this
Assignment.
(ee) Exhibit
J to the GMAC Servicing Agreement is hereby replaced in its entirety with
Exhibit IV attached hereto.
4. Notices
The
Depositor’s address for purposes for all notices and correspondence related to
the Mortgage Loans, this Assignment and the Servicing Agreement is
:
Xxxxxx
Xxxxxxx Capital I Inc.
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-8XS
The
Trustee’s address for purposes for all notices and correspondence related to the
Mortgage Loans, this Assignment and the Servicing Agreement is :
9
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Global Securities and Trust Services MSM 2007-8XS
The
Owner’s address for purposes for all notices and correspondence related to the
Mortgage Loans, this Assignment and the Servicing Agreement is :
Xxxxxx
Xxxxxxx Mortgage Capital Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-8XS
With
a
copy to:
Xxxxxx
Xxxxxxx & Co. Incorporated
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
General Counsel’s Office
The
Servicer’s address for purposes for all notices and correspondence related to
the Mortgage Loans and this Assignment is :
Central
Mortgage Company
000
Xxxx
Xxxxxx Xxxx – Xxxxx 0
Xxxxxx
Xxxx, Xxxxxxxx 00000
Attention: Xxx
Xxx Xxxxxx, Servicing Manager
5. Certain
Matters Regarding
the Trustee
Each
party hereto hereby agrees as follows:
Notwithstanding
any term hereof to the contrary, the execution and delivery of this Assignment
by Trustee is solely in its capacity as trustee for Xxxxxx Xxxxxxx Mortgage
Loan
Trust 2007-8XS and not individually, and any recourse against Trustee in respect
of any obligations it may have under or pursuant to the terms of this Assignment
(if any) shall be limited solely to the assets it may hold as trustee of Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-8XS.
6. Governing
Law
This
Assignment shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
7. Modifications
10
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.
8. Successor
and Assigns
This
Assignment shall inure to the benefit of (i) the successors and assigns of
the
parties hereto and (ii) the Trust (including the Trustee and the Master Servicer
acting on the Trust’s behalf). Any entity into which the Owner, the Depositor or
the Servicer may be merged or consolidated shall, without the requirement for
any further writing, be deemed the Owner, the Depositor or the Servicer,
respectively, hereunder.
9. Continuing
Effect
Except
as
contemplated by this Assignment, the GMAC Servicing Agreement shall remain
in
full force and effect with respect to the Servicer in accordance with its
terms.
10. Counterparts
This
Assignment 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.
11. Definitions
Any
capitalized term used but not defined in this Assignment has the same meaning
as
in the GMAC Servicing Agreement.
12. Conflicts
In
the
event that any provision of this Assignment conflicts with any provision of
the
GMAC Servicing Agreement with respect to the Specified Mortgage Loans, the
terms
of this Assignment shall control.
[SIGNATURE
PAGE
FOLLOWS]
11
IN
WITNESS WHEREOF, the parties have caused this Assignment, Assumption and
Recognition Agreement to be executed by their duly authorized officers as of
the
date first above written.
Owner
|
Trust
|
XXXXXX
XXXXXXX MORTGAGE CAPITAL
INC.
|
XXXXXX
XXXXXXX MORTGAGE LOAN
TRUST 2007-8XS
By:
LASALLE BANK NATIONAL
ASSOCIATION, AS TRUSTEE
|
/s/ Xxxxxxx
Xxx
|
/s/ Xxxx
Xxxxx
|
By: Xxxxxxx
Xxx
|
By:
Xxxx
Xxxxx
|
Its:
Vice
President
|
Its:
Vice
President
|
Taxpayer
Identification
Number:
|
|
Servicer
|
|
CENTRAL
MORTGAGE
COMPANY
|
|
/s/ Xxxxxxx X.
Xxxxxxxxxxx
|
|
By:
Xxxxxxx X.
Xxxxxxxxxxx
|
|
Its:
President and
CEO
|
|
Taxpayer
Identification
Number:
00-0000000
|
|
Acknowledged
and
Agreed:
|
|
XXXXXX
XXXXXXX CAPITAL I
INC.
|
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION, AS MASTER SERVICER
|
/s/ Xxxxxxx
Xxx
|
/s/ Xxxxx X.
Xxxxxx
|
By:
Xxxxxxx
Xxx
|
By:
Xxxxx X.
Xxxxxx
|
Its:
Vice
President
|
Its:
Vice
President
|
Taxpayer
Identification
Number:
__________________
|
12
SCHEDULE
1
SPECIFIED
MORTGAGE
LOANS
[delivered
to Owner, Servicer and Master Servicer]
13
EXHIBIT
I
GMAC
Servicing
Agreement
[delivered
to Owner, Servicer and Master Servicer]
EXHIBIT
II
Exhibit
IIA: Standard
File Layout – Delinquency
Reporting
*The
column/header names in
bold
are the minimum fields Xxxxx Fargo
must receive from every Servicer
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify a
group of
loans in their system.
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at the
end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions to
begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
2
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
If
applicable:
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a
loan. Code indicates the reason why the loan is in
default for this cycle.
|
||
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
MOTION_FOR_RELIEF_DATE
|
The
date the Motion for Relief was filed
|
10
|
MM/DD/YYYY
|
FRCLSR_BID_AMT
|
The
foreclosure sale bid amount
|
11
|
No
commas(,) or dollar signs ($)
|
3
FRCLSR_SALE_TYPE
|
The
foreclosure sales results: REO, Third Party, Conveyance to
HUD/VA
|
|
|
REO_PROCEEDS
|
The
net proceeds from the sale of the REO property.
|
No
commas(,) or dollar signs ($)
|
|
BPO_DATE
|
The
date the BPO was done.
|
|
|
CURRENT_FICO
|
The
current FICO score
|
|
|
HAZARD_CLAIM_FILED_DATE
|
The
date the Hazard Claim was filed with the Hazard Insurance
Company.
|
10
|
MM/DD/YYYY
|
HAZARD_CLAIM_AMT
|
The
amount of the Hazard Insurance Claim filed.
|
11
|
No
commas(,) or dollar signs ($)
|
HAZARD_CLAIM_PAID_DATE
|
The
date the Hazard Insurance Company disbursed the claim
payment.
|
10
|
MM/DD/YYYY
|
HAZARD_CLAIM_PAID_AMT
|
The
amount the Hazard Insurance Company paid on the claim.
|
11
|
No
commas(,) or dollar signs ($)
|
ACTION_CODE
|
Indicates
loan status
|
Number
|
|
NOD_DATE
|
|
MM/DD/YYYY
|
|
NOI_DATE
|
|
MM/DD/YYYY
|
|
ACTUAL_PAYMENT_PLAN_START_DATE
|
|
MM/DD/YYYY
|
|
ACTUAL_PAYMENT_
PLAN_END_DATE
|
|
|
|
ACTUAL_REO_START_DATE
|
|
MM/DD/YYYY
|
|
REO_SALES_PRICE
|
|
Number
|
|
REALIZED_LOSS/GAIN
|
As
defined in the Servicing Agreement
|
Number
|
4
Exhibit
2: Standard
File Codes – Delinquency
Reporting
The
Loss
Mit Type
field should show the approved Loss Mitigation Code as follows:
·
|
ASUM- Approved
Assumption
|
·
|
BAP- Borrower
Assistance Program
|
·
|
CO- Charge
Off
|
·
|
DIL- Deed-in-Lieu
|
·
|
FFA- Formal
Forbearance Agreement
|
·
|
MOD- Loan
Modification
|
·
|
PRE- Pre-Sale
|
·
|
SS- Short
Sale
|
·
|
MISC-
Anything else approved by the PMI or Pool
Insurer
|
NOTE:
Xxxxx
Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided 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
|
5
Exhibit
2: Standard
File Codes – Delinquency
Reporting, Continued
The
FNMA
Delinquent Reason
Code field should show the Reason for Delinquency as
follows:
Delinquency
Code
|
Delinquency
Description
|
001
|
FNMA-Death
of principal mortgagor
|
002
|
FNMA-Illness
of principal mortgagor
|
003
|
FNMA-Illness
of mortgagor’s family member
|
004
|
FNMA-Death
of mortgagor’s family member
|
005
|
FNMA-Marital
difficulties
|
006
|
FNMA-Curtailment
of income
|
007
|
FNMA-Excessive
Obligation
|
008
|
FNMA-Abandonment
of property
|
009
|
FNMA-Distant
employee transfer
|
011
|
FNMA-Property
problem
|
012
|
FNMA-Inability
to sell property
|
013
|
FNMA-Inability
to rent property
|
014
|
FNMA-Military
Service
|
015
|
FNMA-Other
|
016
|
FNMA-Unemployment
|
017
|
FNMA-Business
failure
|
019
|
FNMA-Casualty
loss
|
022
|
FNMA-Energy
environment costs
|
023
|
FNMA-Servicing
problems
|
026
|
FNMA-Payment
adjustment
|
027
|
FNMA-Payment
dispute
|
029
|
FNMA-Transfer
of ownership pending
|
030
|
FNMA-Fraud
|
031
|
FNMA-Unable
to contact borrower
|
INC
|
FNMA-Incarceration
|
6
Exhibit
2: Standard
File Codes – Delinquency
Reporting, Continued
The
FNMA
Delinquent Status
Code field should show the Status of Default as
follows:
Status
Code
|
Status
Description
|
09
|
Forbearance
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
24
|
Government
Seizure
|
26
|
Refinance
|
27
|
Assumption
|
28
|
Modification
|
29
|
Charge-Off
|
30
|
Third
Party Sale
|
31
|
Probate
|
32
|
Military
Indulgence
|
43
|
Foreclosure
Started
|
44
|
Deed-in-Lieu
Started
|
49
|
Assignment
Completed
|
61
|
Second
Lien Considerations
|
62
|
Veteran’s
Affairs-No Bid
|
63
|
Veteran’s
Affairs-Refund
|
64
|
Veteran’s
Affairs-Buydown
|
65
|
Chapter
7 Bankruptcy
|
66
|
Chapter
11 Bankruptcy
|
67
|
Chapter
13 Bankruptcy
|
7
Exhibit
IIC:Standard
File Layout – Master
Servicing
Standard
Loan Level File Layout
– Master Servicing
|
|
|
|
|
|
|
|
||
|
|
|
||
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
Each
file requires the
following fields:
|
|
|
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 20 digits
|
20
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported by
the
Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the
Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
8
Exhibit
1:Continued
|
Standard
Loan Level File
Layout
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Plus
the following applicable
fields:
|
|
|
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as reported
by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
9
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 loan.
|
|
MM/DD/YYYY
|
10
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
BREACH_FLAG
|
Flag
to indicate if the repurchase of a loan is due to a breach of
Representations and Warranties
|
Y=Breach
N=NO
Breach
Let
blank if N/A
|
1
|
10
Exhibit
2: Monthly Summary
Report by Single Investor
MONTHLY
SUMMARY
REPORT
For
Month
Ended: mm/dd/yyyy Servicer
Name ___________________________
Prepared
by:
__________________________ Investor
Nbr_____________________________
Section
1. Remittance and
Ending Balances – Required Data
Beginning
Loan
Count
|
Ending
Loan
Count
|
Total
Monthly
Remittance
Amou
|
Total
Ending Unpaid
Principal
Balance
|
Total
Monthly Principal
Balance
|
0
|
0
|
$0.00
|
$0.00
|
$0.00
|
Principal
Calculation
1.
|
Monthly
Principal Due
|
+
|
$0.00
|
2.
|
Current
Curtailments
|
+
|
$0.00
|
3.
|
Liquidations
|
+
|
$0.00
|
4.
|
Other
(attach explanation)
|
+
|
$0.00
|
5.
|
Principal
Due
|
|
$0.00
|
6.
|
Interest
(reported
“gross”)
|
+
|
$0.00
|
7.
|
Interest
Adjustments on Curtailments
|
+
|
$0.00
|
8.
|
Servicing
Fees
|
-
|
$0.00
|
9.
|
Other
Interest (attach explanation)
|
+
|
$0.00
|
10.
|
Interest
Date (need
to subtract ser
fee)
|
|
$0.00
|
Remittance
Calculation
|
|
|
|
11.
|
Total
Principal and Interest Due (lines 5+10)
|
+
|
$0.00
|
12.
|
Reimbursement
of Non-Recoverable Advances
|
-
|
$0.00
|
13.
|
Total
Realized gains
|
+
|
$0.00
|
14.
|
Total
Realized Losses
|
-
|
$0.00
|
15.
|
Total
Prepayment Penalties
|
+
|
$0.00
|
16.
|
Total
Non-Supported Compensating Interest
|
-
|
$0.00
|
17.
|
Other
(attach explanation)
|
|
$0.00
|
18.
|
Net
Funds Due on or before Remittance Date
|
$
|
$0.00
|
Section
2. Delinquency Report –
Optional Data for Loan Accounting
|
|||||||
Installments
Delinquent
|
|||||||
Total
No.
of
Loans
|
Total
No.
of
Delinquencies
|
30-
Days
|
60-
Days
|
90
or more
Days
|
in
Foreclosure
(Optional)
|
Real
Estate
Owned
(Optional)
|
Total
Dollar
Amount
of
Delinquencies
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
11
Section
3. REG AB Summary
Reporting – REPORT ALL APPLICABLE FIELDS
|
||
REG
XX
XXXXXX
|
LOAN
COUNT
|
BALANCE
|
PREPAYMENT
PENALTY AMT
|
0
|
$0.00
|
PREPAYMENT
PENALTY AMT WAIVED
|
0
|
$0.00
|
DELINQUENCY
P&I AMOUNT
|
0
|
$0.00
|
12
Exhibit
IID : Calculation
of Realized Loss/Gain
Form 332– Instruction Sheet
NOTE: Do
not net or
combine items. Show all expenses individually and all credits as
separate line items. Claim packages are due on the remittance report
date. Late submissions may result in claims not being passed until
the following month. The Servicer is responsible to remit all funds
pending loss approval and /or resolution of any disputed
items.
The
numbers on the 332 form correspond with the numbers listed below.
Liquidation
and Acquisition
Expenses:
|
1.
|
The
Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
|
2.
|
The
Total Interest Due less the aggregate amount of servicing fee that
would
have been earned if all delinquent payments had been made as agreed.
For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
|
3.
|
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage
Loan as calculated on a monthly basis. For documentation, an Amortization
Schedule from date of default through liquidation breaking out the
net
interest and servicing fees advanced is
required.
|
4-12.
|
Complete
as applicable. Required
documentation:
|
* For
taxes and insurance advances – see page 2 of 332 form - breakdown required
showing period
of
coverage, base tax, interest, penalty. Advances prior to default
require evidence of servicer efforts to recover advances.
* For
escrow advances - complete payment history
(to
calculate advances from last positive escrow balance forward)
* Other
expenses - copies of corporate advance history showing all
payments
* REO
repairs> $1500 require explanation
* REO
repairs>$3000 require evidence of at least 2 bids.
* Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved
Officer Certificate
* Unusual
or extraordinary items may require further documentation.
|
13.
|
The
total of lines 1 through 12.
|
Credits:
14-21.
|
Complete
as applicable. Required
documentation:
|
*
Copy of
the HUD 1 from the REO sale. If a 3rd Party Sale, bid
instructions and Escrow Agent / Attorney
Letter
of Proceeds Breakdown.
* Copy
of EOB for any MI or gov't guarantee
* 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
IIE: Calculation of
Realized Loss/Gain
Form 332
Prepared
by: __________________ Date: _______________
Phone: ______________________ Email
Address:_____________________
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan
No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO Sale
|
3rd
Party
Sale
|
Short
Sale
|
Charge
Off
|
||
Was
this loan granted a
Bankruptcy deficiency or cramdown
|
Yes
|
No
|
|||
If
“Yes”, provide deficiency or cramdown amount
_______________________________
|
|||||
Liquidation
and Acquisition
Expenses:
|
|||
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________
|
(1)
|
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
(5)
|
Taxes
(see page 2)
|
________________
|
(5)
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
________________
|
(7)
|
(8)
|
Utility
Expenses
|
________________
|
(8)
|
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
(10)
|
Property
Inspections
|
________________
|
(10)
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
(12)
|
Other
(itemize)
|
________________
|
(12)
|
Cash
for Keys__________________________
|
________________
|
(12)
|
|
HOA/Condo
Fees_______________________
|
________________
|
(12)
|
|
______________________________________
|
________________
|
(12)
|
|
Total
Expenses
|
$
_______________
|
(13)
|
|
Credits:
|
|||
(14)
|
Escrow
Balance
|
$
_______________
|
(14)
|
(15)
|
HIP
Refund
|
________________
|
(15)
|
(16)
|
Rental
Receipts
|
________________
|
(16)
|
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
(18)
|
Primary
Mortgage Insurance / Gov’t Insurance
|
________________
|
(18a)
HUD Part A
|
________________
|
(18b)
HUD Part B
|
||
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
_________________________________________
|
________________
|
(21)
|
|
Total
Credits
|
$________________
|
(22)
|
|
Total
Realized Loss (or Amount
of Gain)
|
$________________
|
(23)
|
Escrow
Disbursement
Detail
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of
Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
|
EXHIBIT
III
Additional
Disclosure Notification
Xxxxx
Fargo Bank, N.A. as [Securities Administrator and Master Servicer]
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Fax:
(000) 000-0000
E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate
Trust Services – MSM 2007-8XS - SEC REPORT PROCESSING
RE: **Additional
Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section
[31.03(d)][31.03(e)][31.03(f)] of the First Amended and Restated Servicing
Agreement, dated as of January 1, 2006, among Xxxxxx Xxxxxxx Capital I Inc.
and
Central Mortgage Corporation (successor to the obligations of GMAC Mortgage
Corporation with respect to certain mortgage loans) as amended by the Omnibus
Assignment, Assumption and Recognition Agreement dated as of April 1,
2007, among Xxxxxx Xxxxxxx Capital I Inc., as Depositor, Central
Mortgage Corporation, Xxxxx Fargo Bank, National Association, as Master
Servicer, and LaSalle Bank National Association as Trustee. The
Undersigned hereby notifies you that certain events have come to our attention
that [will][may] need to be disclosed on Form [ ].
Description
of Additional Form [ ] Disclosure:
List
of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any
inquiries related to this
notification should be directed to [ ], phone
number: [ ]; email
address: [ ].
[NAME
OF
PARTY]
as
[role]
By:
__________________
Name:
Title:
EXHIBIT
IV
SERVICING
CRITERIA TO BE ADDRESSED IN
ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
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) |
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X |
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
||
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
Cash
Collection and
Administration
|
|||
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the 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.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For
purposes of this criterion, “federally 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 Securities Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|
1122(d)(2)(vii)
|
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 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 agreements.
|
X
|
|
Investor
Remittances and
Reporting
|
1122(d)(3)(i)
|
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.
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
Pool
Asset
Administration
|
|||
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
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 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 documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
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 accordance with the transaction agreements
and
related pool asset documents.
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
1122(d)(4)(vii)
|
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.
|
X
|
|
1122(d)(4)(viii)
|
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).
|
X
|
|
1122(
d)( 4 )(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
1122(
d)( 4 )(x)
|
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 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 agreements.
|
X
|
|
1122(
d)( 4 )(xi)
|
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
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 number of days specified
in the
transaction agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
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.
|
[XXXXX
FARGO BANK, NATIONAL ASSOCIATION]
[NAME
OF SUBSERVICER]
|
|||
|
Date:
|
||
By: | |||
Name | |||
Title | |||