ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as the Assignor DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE, as the Assignee and NATIONAL CITY MORTGAGE CO., as the Servicer and as acknowledged by WELLS FARGO...
EXECUTION
among
GS
MORTGAGE SECURITIES CORP.,
as
the Assignor
DEUTSCHE
BANK NATIONAL TRUST COMPANY, AS TRUSTEE,
as
the Assignee
and
NATIONAL
CITY MORTGAGE CO.,
as
the Servicer
and
as acknowledged by
XXXXX
FARGO BANK, N.A.,
as
Master Servicer
Dated
as of
January
1, 2007
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment Agreement”) made this 1st
day of January, 2007, among National City Mortgage Co., an Ohio corporation
(“Nat City” or the “Servicer”), Deutsche Bank National Trust Company, a national
trust company, as trustee (the “Assignee”), and GS Mortgage Securities Corp., a
Delaware corporation (the “Assignor”), and as acknowledged by Xxxxx
Fargo Bank, N.A.,
as
master servicer (in such capacity, the “Master Servicer”).
WHEREAS,
GSMC, the Assignor and the Servicer have entered into the Assignment, Assumption
and Recognition Agreement dated as of January 1, 2007 (the “GSMC Assignment
Agreement”), pursuant to which GSMC has sold to the Assignor certain of the
mortgage loans (the “Mortgage Loans”) listed on the mortgage loan schedule
attached hereto as Exhibit 1 (the “Mortgage Loan Schedule”) and assigned its
rights under the Mortgage Loans and the Flow SWSA, the Warranty Xxxx of Sale
and
the Trade Confirmation as they pertain to the Mortgage Loans to the
Assignor;
WHEREAS,
pursuant to a Master Servicing and Trust Agreement, dated as of January
1, 2007
(the
“Trust Agreement”), among
GS
Mortgage Securities Corp., as depositor, Deutsche Bank National Trust Company,
as trustee (the “Trustee”), Xxxxx Fargo Bank, N.A., as securities administrator
and master servicer (in such capacity, the “Master Servicer”), and each of Xxxxx
Fargo Bank, N.A., Deutsche Bank National Trust Company, U.S. Bank National
Association and The Bank of New York, as custodians, the
Assignor will transfer the Mortgage Loans to the Assignee, together with
the
Assignor’s rights in the Flow SWSA and the Trade Confirmation;
(a) The
Assignor hereby assigns to the Assignee all of its right, title and interest
in
and to the Mortgage Loans, the Flow SWSA, and the Trade Confirmation, to
the
extent relating to the Mortgage Loans (other than the rights of the Assignor
to
indemnification thereunder), and the Assignee hereby assumes all of the
Assignor’s obligations under the Flow SWSA and the Trade Confirmation, to the
extent relating to the Mortgage Loans from and after the date hereof;
provided,
however,
it is
understood and agreed upon by the parties hereto, that the Assignee shall
not be
liable for (i) any breach of any obligation or representation of the
Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of
any
obligation, covenant, representation or warranty of the Assignor, or be
responsible for any indemnification amounts owed by the Assignor, pursuant
to
the Flow SWSA, the Trade Confirmation or the GSMC Assignment Agreement arising
prior to the date hereof. The Assignor shall remain liable for all such
liability arising prior to the date hereof and for its own actions and omissions
apart from those assumed by the Assignee. The Servicer hereby acknowledges
such
assignment and assumption and hereby agrees to the release of the Assignor
from
any obligations under the Flow SWSA from and after the date hereof, to the
extent relating to the Mortgage Loans.
(b) The
Assignor represents and warrants to the Assignee that the Assignor has not
taken
any action which would serve to impair or encumber the Assignor’s ownership
interest in the Mortgage Loans since the date of the Flow SWSA or the Trade
Confirmation.
(c) The
Servicer and the Assignor shall have the right to amend, modify or terminate
each of the Flow SWSA and the Trade Confirmation without the joinder of the
Assignee with respect to mortgage loans not conveyed to the Assignee hereunder,
provided,
however,
that
such amendment, modification or termination shall not affect or be binding
on
the Assignee.
(d) The
Assignor hereby assigns to the Assignee, any rights of the Assignor with
respect
to early payment defaults or first payment defaults in the Trade Confirmation,
but only to the extent such provision relates to the Mortgage Loans. The
foregoing shall constitute the Assignor’s consent to the assignment of the Trade
Confirmation (to the extent required by the terms of each Trade Confirmation).
(e) Notwithstanding
any provision of the Trade Confirmation to the contrary, in the event any
Mortgage Loan is repurchased by the Servicer pursuant to any early payment
default or first payment default provisions of the Trade Confirmation, the
“Repurchase Price” payable to the Assignee shall be an amount equal to the sum
of: (a) the outstanding principal balance of such Mortgage Loan as of the
date
of such repurchase, (b) accrued interest on such outstanding principal balance
at the applicable Mortgage Interest Rate from the date interest was last
paid
through the last day of the month in which such repurchase takes place, (c)
the
amount of any outstanding advances owed to the servicer (so long as Nat City
is
not the servicer), and (d) any reasonable costs and expenses incurred by
any
servicer (so long as Nat City is not such servicer) or by the Assignee,
including without limitation costs and expenses incurred in the enforcement
of
the Servicer’s repurchase obligation under the Trade Confirmation. It is hereby
understood that the right to any excess over such amount set forth in the
definition of “Repurchase Price” set forth in any Trade Confirmation is not
being sold or assigned hereunder and is being retained by the Assignor.
(f) The
Trust
(including the Assignee and the Master Servicer acting on the Trust’s behalf)
shall have all the rights and remedies available to the Assignor, insofar
as
they relate to the Mortgage Loans, under any early payment default or first
payment default provisions of the Trade Confirmation including, without
limitation, the enforcement of the repurchase requirements set forth therein,
and shall be entitled to enforce all the obligations of the Servicer thereunder
insofar as they relate to the Mortgage Loans.
The
Servicer and the Assignor represent and warrant to the Assignee that
(i) attached hereto as Exhibit
2
is a
true, accurate and complete copy of the Flow SWSA, (ii) each of the Flow
SWSA and the Trade Confirmation is in full force and effect as of the date
hereof, (iii) neither the Flow SWSA nor the Trade Confirmation has been amended
or modified in any respect and (iv) no notice of termination has been given
to
the Servicer under the Flow SWSA or the Trade Confirmation. The Servicer
further
represents and warrants that the representations and warranties contained
in
Section 3.1 of the Flow SWSA are true and correct on and as of January 31,
2007.
(a) From
and
after the date hereof, the Servicer shall note the transfer of the Mortgage
Loans to the Assignee in its books and records, shall recognize the Assignee
as
the owner of the Mortgage Loans and shall, subject to clause (b) below, service
the Mortgage Loans for the benefit of the Assignee pursuant to the Flow SWSA,
the terms of which are incorporated herein by reference. It is the intention
of
the Assignor, Servicer and Assignee that the Flow SWSA shall be binding upon
and
inure to the benefit of the Servicer and the Assignee and their successors
and
assigns.
(b) The
Servicer further acknowledges that, from and after the date hereof, it (and
any
of its successors under the Flow SWSA) will be subject to the supervision
of the
Master Servicer (except that the Master Servicer shall not be responsible
for
supervising the servicing of defaulted Mortgage Loans and REO Properties)
and
that the Master Servicer, on behalf of the Assignee as the owner of the Mortgage
Loans, shall have the same rights as were assigned by GSMC, in its capacity
as
the original purchaser under the Flow SWSA, to the Assignor under the GSMC
Assignment Agreement, and further assigned hereunder by the Assignor to the
Assignee, on behalf of the trust formed pursuant to the Trust Agreement (the
“Trust”). Such rights will include, without limitation, the right to terminate
the Servicer under any of the Flow SWSA upon the occurrence of an event of
default thereunder, the right to receive all remittances required to be made
by
the Servicer under the Flow SWSA, the right to receive all monthly reports
and
other data required to be delivered by the Servicer under the Flow SWSA,
indemnification rights and the right to exercise certain rights of consent
and
approval relating to actions taken by the Servicer.
(c) Modification.
The
parties hereto acknowledge and agree that Section 1.1 of the Flow SWSA is
hereby
amended by deleting the definition of “Remittance Advice Date” in its entirety
and replacing it with the following:
“Remittance
Advice Date:
The
10th calendar day of each month or, if such 10th calendar day is not a Business
Day, the first Business Day immediately succeeding such date.”
(d) All
reports, notices and other written information required to be delivered to
the
Assignee, as the successor in interest to GSMC and the Assignor under the
Flow
SWSA,
shall
also be delivered to the Master Servicer at the address set forth in Section
9
hereof, provided, however, that any reports required to be delivered under
the
Flow
SWSA
(as
modified hereby) shall be transmitted by magnetic tape, electronic mail,
or
other similar media mutually acceptable to the Master Servicer and Servicer.
All
remittances required to be made to the Assignee, as the successor in interest
to
GSMC and the Assignor under the Flow
SWSA,
shall
be made instead to the Master Servicer by wire transfer to the following
account:
Xxxxx
Fargo Bank, N.A.
ABA#
000000000
For
credit to: SAS Clearing
Acct
#:
0000000000
FFC
to:
GSR 2007-AR1 Acct# 50981100
Notwithstanding
anything to the contrary in the Flow SWSA, with respect to the Mortgage Loans,
not later than the tenth calendar day of each month (or if such tenth calendar
day is not a Business Day, the immediately succeeding Business Day), the
Servicer shall furnish to the Master Servicer (i)(a) monthly loan data in
the
form of Exhibit
6
hereto
or another mutually agreed-upon format, (b) default loan data in the mutually
agreed upon format set forth in Exhibit
7
hereto
and (c) information regarding the realized losses and gains in the mutually
agreed upon format set forth in Exhibit
4
and
Exhibit
5
hereto,
in each case relating to the period ending on the last day of the preceding
calendar month and (ii) all supporting documentation with respect to the
information required under the preceding paragraph.
4. Representations
and Warranties.
The
Assignee hereby represents and warrants to the Assignor as follows:
(a) The
Assignee hereto represents and warrants that it is duly and legally authorized
to enter into this Assignment Agreement and to perform its obligations hereunder
and under the Flow SWSA.
(b) The
Assignee hereto represents and warrants that this Assignment Agreement has
been
duly authorized, executed and delivered by it and (assuming due authorization,
execution and delivery thereof by each of the other parties hereto) constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (regardless of whether
such
enforcement is considered in a proceeding in equity or at law).
5. Representations
and Warranties of the Assignor.
The
Assignor hereby represents and warrants to the Assignee as follows:
(a) The
Assignor has been duly organized and is validly existing as a corporation
in
good standing under the laws of the State of Delaware with full power and
authority (corporate and other) to enter into and perform its obligations
under
the Flow SWSA, the Trade Confirmation and this Assignment
Agreement.
(b) This
Assignment Agreement has been duly executed and delivered by the Assignor,
and
(assuming due authorization, execution and delivery by each of the other
parties
hereto) constitutes a legal, valid, and binding agreement of the Assignor,
enforceable against it in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium, or other similar laws affecting
creditors’ rights generally and to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).
(c) The
execution, delivery and performance by the Assignor of this Assignment Agreement
and the consummation of the transactions contemplated hereby do not require
the
consent or approval of, the giving of notice to, the registration with, or
the
taking of any other action in respect of, any state, federal or other
governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date thereof.
(d) The
execution and delivery of this Assignment Agreement have been duly authorized
by
all necessary corporate action on the part of the Assignor; neither the
execution and delivery by the Assignor of this Assignment Agreement, nor
the
consummation by the Assignor of the transactions herein contemplated, nor
compliance by the Assignor with the provisions hereof, will conflict with
or
result in a breach of, or constitute a default under, any of the provisions
of
the governing documents of the Assignor or any law, governmental rule or
regulation or any material judgment, decree or order binding on the Assignor
or
any of its properties, or any of the provisions of any material indenture,
mortgage, deed of trust, contract or other instrument to which the Assignor
is a
party or by which it is bound.
(e) There
are
no actions, suits or proceedings pending or, to the knowledge of the Assignor,
threatened, before or by any court, administrative agency, arbitrator or
governmental body (A) with respect to any of the transactions contemplated
by
this Assignment Agreement or (B) with respect to any other matter that in
the
judgment of the Assignor will be determined adversely to the Assignor and
will
if determined adversely to the Assignor materially adversely affect its ability
to perform its obligations under this Assignment Agreement.
(f) Except
for the sale to the Assignee, the Assignor has not assigned or pledged any
Mortgage Note or the related Mortgage or any interest or participation
therein.
(g) The
Assignor has not satisfied, canceled, or subordinated in whole or in part,
or
rescinded the Mortgage, and the Assignor has not released the Mortgaged Property
from the lien of the Mortgage, in whole or in part, nor has the Assignor
executed an instrument that would effect any such release, cancellation,
subordination, or rescission. The Assignor has not released any Mortgagor,
in
whole or in part, except in connection with an assumption agreement or other
agreement approved by the related Federal Insurer, to the extent such approval
was required.
(h) With
respect to each Mortgage Loan, the representations and warranties contained
in
Section 3.2 of the Flow SWSA, to the extent they relate to matters arising
on or
after the related Closing Date (as defined in the Flow SWSA), are true and
correct as of the date of this Assignment Agreement. For purposes of making
the
representations and warranties contemplated in the this paragraph, each
reference in Section 3.2 of the Flow SWSA to (i) the “Cut-off Date” shall be
deemed to be a reference to January
1,
2007,
(ii) the “Mortgage Loan Schedule” and shall be deemed to be a reference to
Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference
to January 31, 2007.
(i) Each
Mortgage Loan, at the time it was originated, complied in all material respects
with applicable local, state and federal laws, including, but not limited
to,
all applicable predatory and abusive lending laws; and none of the Mortgage
Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable
federal, state or local predatory or abusive lending law.
(j) No
Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such
terms
are defined in the then current Standard & Poor’s Glossary) and no Mortgage
Loan originated on or after October 1, 2002 through March 6, 2003 is governed
by
the Georgia Fair Lending Act.
For
the
purposes of this Section 5(j) the following definitions shall
apply:
Covered
Loan:
A
Mortgage Loan categorized as Covered pursuant to Appendix E of Standard &
Poor’s Glossary.
Home
Loan:
A
Mortgage Loan categorized as Home Loan pursuant to Appendix E of Standard
&
Poor’s Glossary.
Standard
& Poor’s Glossary:
The
Standard & Poor’s LEVELS® Glossary, as may be in effect from time to
time.
High
Cost Loan:
A
Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and
Equity Protection Act of 1994, (b) a “high cost home,” “threshold,” “covered,”
(excluding New Jersey “Covered Home Loans” as that term is defined in clause (1)
of the definition of that term in the New Jersey Home Ownership Security
Act of
2002), “high risk home,” “predatory” or similar loan under any other applicable
state, federal or local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or additional
legal liability for residential mortgage loans having high interest rates,
points and/or fees) or (c) a Mortgage Loan categorized as High Cost pursuant
to
Appendix E of Standard & Poor’s Glossary. For avoidance of doubt, the
parties agree that this definition shall apply to any law regardless of whether
such law is presently, or in the future becomes, the subject of judicial
review
or litigation.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 6 shall survive delivery of the respective Mortgage Files to the
Custodian and shall inure to the benefit of the Assignee and its assigns
notwithstanding any restrictive or qualified endorsement or assignment. Upon
the
discovery by the Assignor or the Assignee and its assigns of a breach of
the
foregoing representations and warranties, the party discovering such breach
shall give prompt written notice to the other parties to this Assignment
Agreement, and in no event later than two (2) Business Days from the date
of
such discovery. It is understood and agreed that the obligations of the Assignor
set forth in Section 7 below to repurchase a Mortgage Loan constitute the
sole
remedies available to the Assignee and its assigns on their behalf respecting
a
breach of the representations and warranties contained in this Section 6.
It is
further understood and agreed that the Assignor shall be deemed not to have
made
the representations and warranties in this Section 6 with respect to, and
to the
extent of, representations and warranties made, as to the matters covered
in
this Section 6, by the Servicer in the Flow SWSA (or any officer’s certificate
delivered pursuant thereto).
It
is
understood and agreed that the Assignor has made no representations or
warranties to the Assignee other than those contained in this Section 6,
and no
other affiliate of the Assignor has made any representations or warranties
of
any kind to the Assignee.
Upon
discovery or notice of any breach by the Assignor of any representation,
warranty, or covenant under this Assignment Agreement that materially and
adversely affects the value of any Mortgage Loan or the interest of the Assignee
therein (it being understood that any such defect or breach shall be deemed
to
have materially and adversely affected the value of the related Mortgage
Loan or
the interest of the Assignee therein if the Assignee incurs a loss as a result
of such defect or breach), the Assignee promptly shall request that the Assignor
cure such breach and, if the Assignor does not cure such breach in all material
respects within sixty (60) days from the date on which it is notified of
the
breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase
such Mortgage Loan from the Assignee. Notwithstanding the foregoing, however,
if
such breach is a Qualification Defect, such cure or repurchase must take
place
within forty-five (45) days of the Defect Discovery Date.
In
the
event the Servicer has breached a representation or warranty under the Flow
SWSA
that is substantially identical to a representation or warranty breached
by the
Assignor hereunder, the Assignee shall first proceed against the Servicer.
If
the Servicer does not within sixty (60) days after notification of the breach,
take steps to cure such breach (which may include certifying to progress
made
and requesting an extension of the time to cure such breach, as permitted
under
the Flow SWSA) or purchase, or substitute for the Mortgage Loan, the Assignee
shall be entitled to enforce the obligations of the Assignor hereunder to
cure
such breach or to repurchase the Mortgage Loan from the Trust. In such event,
the Assignor shall succeed to the rights of the Assignee to enforce the
obligations of the Servicer to cure such breach or repurchase such Mortgage
Loan
under the terms of the related Flow SWSA with respect to such Mortgage
Loan.
Except
as
specifically set forth herein, the Assignee shall have no responsibility
to
enforce any provision of this Assignment Agreement, to oversee compliance
thereof, or to take notice of any breach or default thereof.
7. Continuing
Effect.
Except
as contemplated hereby, the Flow SWSA shall remain in full force and effect
in
accordance with their terms.
8. Amendments
to Flow SWSA.
In
connection with the transfer of the Mortgage Loans hereunder, the Servicer
agrees that, from and after the date hereof, each Mortgage Loan transferred
hereunder will be subject to, and serviced under, the Flow SWSA, provided that,
solely
with respect to the Mortgage Loans transferred hereunder, the following
modifications shall be made:
(a)
Section 10.1(i) shall be amended by replacing the word “three” with the word
“two.”
(b)
Section 10.1(ii) shall be amended by replacing the words “30 days” with “15
days.”
(c)
Exhibit K shall be replaced with Exhibit 8 hereto.
For
the
avoidance of doubt, the Flow SWSA is not hereby amended with respect to any
other mortgage loans serviced thereunder and shall remain in full force and
effect in accordance with its terms with respect to such other mortgage
loans.
9. Governing
Law.
THIS
ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND
THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN
ACCORDANCE WITH SUCH LAWS.
10. Notices.
Any
notices or other communications permitted or required hereunder or under
the
Flow SWSA shall be in writing and shall be deemed conclusively to have been
given if personally delivered at or mailed by registered mail, postage prepaid,
and return receipt requested or transmitted by telex, telegraph or telecopier
and confirmed by a similar mailed writing, to: (i) in the case of the Servicer,
National
City Mortgage Co., 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, Attention:
Xxxx
Xxxxx, Deal Manager,
Telecopier No.: (000)
000-0000, or such address as may hereafter be furnished by the Servicer;
(ii)
in
the case of the Assignee, Deutsche Bank National Trust Company, 0000 Xxxx
Xx.
Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, Attn: GSR 2007-AR1, Phone: (000)
000-0000, Fax: (000) 000-0000,
or such
other address as may hereafter be furnished by the Assignee; (iii) in the
case
of the Assignor, GS Mortgage Securities Corp., 00 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx
Xxxx 00000, Attention: Xxxxxxxx Xxxx, Telecopier No.: (000) 000-0000, or
such
other address as may hereafter be furnished by the Assignor; and (iv) in
case of
the Master Servicer, Xxxxx Fargo Bank, N.A., X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx
00000, Attention: Corporate Trust Group (GSR 2007-AR1), or in the case of
overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
00000.
11. Counterparts.
This
Assignment
Agreement
may be executed in counterparts, each of which when so executed shall be
deemed
to be an original and all of which when taken together shall constitute one
and
the same instrument.
12. Definitions.
Any
capitalized term used but not defined in this Assignment Agreement has the
same
meaning as in the Flow SWSA.
Xxxxx
Fargo Bank, N.A. as master servicer shall be considered a Third-Party
Beneficiary to this Assignment entitled to all rights and benefits hereof
as if
it were a direct party to this Assignment.
It
is
expressly understood and agreed by the parties hereto that (i) this Assignment
Agreement is executed and delivered by Deutsche Bank National Trust Company
(“Deutsche Bank”), not individually or personally but solely as Assignee on
behalf of the GSR Mortgage Loan Trust 2007-AR1 (the “Trust”), in the
exercise
of the
powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and agreements by the Assignee is made and
intended for the purpose of binding only the Trust, (iii) nothing herein
contained shall be construed as creating any liability on the part of Deutsche
Bank, individually or personally, to perform any covenant (either express
or
implied) contained herein, and all such liability, if any, is hereby expressly
waived by the parties hereto, and such waiver shall bind any third party
making
a claim by or through one of the parties hereto, and (iv) under no circumstances
shall Deutsche Bank be personally liable for the payment of any indebtedness
or
expenses of the Trust (including but not limited to any amounts to be paid
under
the Flow SWSA), or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under
this
Assignment Agreement, the Flow SWSA, the Trade Confirmation or any related
document.
ASSIGNEE:
DEUTSCHE
BANK NATIONAL TRUST
COMPANY,
not in its individual capacity but solely
as
Trustee
By: /s/
Xxxxxxx Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Vice President
ASSIGNOR:
GS
MORTGAGE SECURITIES CORP.
By: /s/
Xxxx X. Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Vice President
SERVICER:
NATIONAL
CITY MORTGAGE CO.
By: /s/
Xxxxxxx Xxxx
Name: Xxxxxxx
Xxxx
Title:
Assistant Vice President
Acknowledged
by:
XXXXX
FARGO BANK, N.A.,
as
Master
Servicer
By:____/s/
Xxxxxx Reed_____________________
Name:
Xxxxxx Xxxx
Title:
Vice President
EXHIBIT
1
Mortgage
Loan Schedule
EXHIBIT
2
Flow
SWSA
EXHIBIT
3
Form
of Xxxxxxxx-Xxxxx Act Certification
I,
[NAME
OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of National
City
Mortgage Co. (the “Servicer”), hereby certify to [ENTITY NAME] (the
“Beneficiary”)
with
respect to the calendar year immediately preceding the date of this Certificate,
as follows:
|
1.
|
I
have reviewed the annual statement of compliance (“Annual Statement of
Compliance”) prepared by Servicer, and the annual independent public
accountant’s servicing report made in accordance with the Uniform Single
Attestation Program for Mortgage Bankers (“Annual Independent Public
Accountant’s Servicing Report”), which have been furnished to the
Beneficiary pursuant to this Assignment
Agreement;
|
|
2.
|
Based
on my knowledge, the information in the Annual Statement of Compliance,
the Annual Independent Public Accountant’s Servicing Report and all final
servicing reports prepared by Servicer and delivered to the Beneficiary
pursuant to this Assignment Agreement, taken as a whole, does not
contain
any untrue statement of material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances
under
which such statements were made, not misleading as of the last
day of the
period covered by such statements or
reports;
|
|
3.
|
Based
on my knowledge, the servicing information required to be provided
to the
Beneficiary by the Servicer under this Assignment Agreement has
been
provided to the Beneficiary;
|
|
4.
|
I
am responsible for reviewing the activities performed by the Servicer
under this Assignment Agreement and based upon the review required
by this
Assignment Agreement, and except as disclosed in the Annual Statement
of
Compliance and the Annual Independent Public Accountant’s Servicing Report
submitted to the Beneficiary, the Servicer has, as of the last
day of the
period covered by the Annual Statement of Compliance, fulfilled
its
obligations under this Assignment Agreement; and
|
|
5.
|
I
have disclosed to the Beneficiary’s certified public accountants all
significant deficiencies relating to the Servicer’s compliance with the
minimum servicing standards in accordance with a review conducted
in
compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar standard.
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EXHIBIT
4
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.
|
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
5
Calculation
of Realized Loss/Gain Form 332
XXXXX
FARGO BANK, N.A.
CALCULATION
OF REALIZED LOSS/GAIN
|
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) |
$________________
|
(23) | |
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
EXHIBIT
6
Standard
File Layout - Scheduled/Scheduled
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
|
Maximum
length of 30 (Last, First)
|
30
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
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
|
|
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 ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
|
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
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 ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of
the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the
current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for
the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as
reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
|
|
|
|
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
EXHIBIT
7
Standard
File Layout - Delinquency Reporting
|
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 ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
|
If
applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan.
Code
indicates the reason why the loan is in default for this
cycle.
|
||
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
|
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 ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
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
|
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
|
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
8
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by National City Mortgage Co. [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.
|
X
|
|
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
|
|
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
|
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
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
|
|
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
|
|
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
|
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
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
|
|
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.
|
|
|
|
|
|