ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Exhibit
99.22a
EXECUTION
VERSION
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated November 1, 2007,
(“Agreement”) among Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC,
successor by merger to Xxxxxx Xxxxxxx Mortgage Capital Inc. (“Assignor”),
Xxxxxx Xxxxxxx Capital I Inc. (“Assignee”) and Xxxxx Fargo Bank, National
Association (in such capacity, the “Company”) and acknowledged by LaSalle
Bank National Association (“LaSalle”), as trustee (“Trustee”) of
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-15AR (the “Trust”), and Xxxxx
Fargo Bank, National Association, as master servicer (or any successor master
servicer, the “Master Servicer”):
WHEREAS,
the Assignor is the owner of various mortgage loans, including the Mortgage
Loans (hereinafter defined);
WHEREAS,
the Company and the Assignor have entered into a certain Master Seller’s
Warranties and Servicing Agreement dated as of April 1, 2006 (the “SWSA”)
and a certain Assignment and Conveyance Agreement (WFHM 2006-W23) dated as
of
April 27, 2006 (the “April 2006 Conveyance Agreement”) pursuant to which
the Assignor has acquired the Mortgage Loans.
NOW,
THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other
valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
1. Assignment
and Conveyance
(a) The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
all of the right, title and interest of the Assignor, as purchaser, in, to
and
under (i) those certain mortgage loans listed on the schedule (the “Mortgage
Loan Schedule”) attached hereto as Schedule I (the “Mortgage Loans”)
and (ii) except as described below, the SWSA, solely insofar as the SWSA relates
to the Mortgage Loans. In connection with the transfer of the
Mortgage Loans hereunder, the Company agrees that, from and after the date
hereof, each Mortgage Loan transferred hereunder will be subject to, and
serviced under, the SWSA. The Assignee hereby accepts such assignment
from the Assignor (the “First Assignment and Assumption”), and the
Company hereby acknowledges the First Assignment and Assumption.
The
Assignor specifically reserves and
does not assign to the Assignee hereunder any and all right, title and interest
in, to and under and any obligations of the Assignor with respect to any
mortgage loans subject to the SWSA and the other agreements listed above which
are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are
not
the subject of this Agreement.
(b) On
and as of the date hereof, immediately after giving effect to the First
Assignment and Assumption, the Assignee hereby conveys, sells, grants, transfers
and assigns to the Trustee, on behalf of the Trust, all of the right, title
and
interest in the Mortgage Loans and all rights and obligations related thereto
as
provided under the SWSA to the extent relating to the Mortgage Loans. The
Trustee, on behalf of the Trust, hereby accepts such assignment from the
Assignee (the “Second Assignment and Assumption”), and the Company hereby
acknowledges the Second Assignment and Assumption.
(c) On
and as of the date hereof, the Assignor represents and warrants to the Assignee
and the Trustee that the Assignor has not taken any action that would serve
to
impair or encumber the respective ownership interests of the Assignee and the
Trustee in the Mortgage Loans since the date of the Assignor’s acquisition of
the Mortgage Loans.
2. Recognition
of the Company
From
and after November 30, 2007 (the
“Closing Date”), the Company shall and does hereby recognize that the
Assignor will transfer the Mortgage Loans and assign its rights under the SWSA
to the Assignee and that the Assignee will thereafter transfer the Mortgage
Loans and assign its rights under the SWSA and this Agreement to the Trust
created pursuant to a pooling and servicing agreement, dated as of November
1,
2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank,
National Association, as securities administrator, the Master
Servicer and the Trustee. The Company hereby acknowledges and agrees that from
and after the date hereof (i) the Trust will be the purchaser of the Mortgage
Loans, (ii) the Company shall look solely to the Trust for performance of any
obligations of the Assignor insofar as they relate to the enforcement of the
representations, warranties and covenants with respect to the Mortgage Loans,
(iii) the Trust (including the Trustee and, with respect to the servicing of
the
Mortgage Loans, the Master Servicer acting on the Trust’s behalf) shall have all
the rights and remedies available to the Assignor, insofar as they relate to
the
Mortgage Loans, under the SWSA, including, without limitation, the enforcement
of the document delivery requirements set forth in Section 2.01 of the SWSA,
and
shall be entitled to enforce all of the obligations of the Company thereunder
insofar as they relate to the Mortgage Loans, and (iv) all references to the
Purchaser (insofar as they relate to the rights, title and interest and, with
respect to obligations of the Purchaser, only insofar as they relate to the
enforcement of the representations, warranties and covenants of the Company)
under the SWSA insofar as they relate to the Mortgage Loans, shall be deemed
to
refer to the Trust. Neither the Company nor the Assignor shall amend
or agree to amend, modify, waive, or otherwise alter any of the terms or
provisions of the SWSA which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans or the Company’s performance under
the SWSA with respect to the Mortgage Loans without the prior written consent
of
the Trustee and the Master Servicer.
3. Notwithstanding
any statement to the contrary in Section 2 above, the Company shall and does
hereby acknowledge that the indemnification provisions set forth in
Section 3.03, Section 8.01 and the first sentence of Section 9.01(f) of the
SWSA
shall be available to and for the benefit of the Assignor, the Assignee and
the
Trust (including the Trustee and the Master Servicer acting on the Trust’s
behalf), as provided in the SWSA.
4. Representations
and Warranties
a. The
Assignee represents and warrants that it is a sophisticated investor able to
evaluate the risks and merits of the transactions contemplated hereby, and
that
it has not relied in connection therewith upon any statements or representations
of the Assignor or the Company other than those contained in the SWSA or this
Agreement.
b. Each
of the parties hereto represents and warrants that it is duly and legally
authorized to enter into this Agreement.
c. Each
of the Assignor, Assignee and Company hereto represents and warrants that this
Agreement has been duly authorized, executed and delivered by it and (assuming
due authorization, execution and delivery thereof by each of the other parties
hereto) constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, except as such enforcement may be limited
by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and with respect to the Company,
similar laws administered by the FDIC affecting the contract obligations of
insured banks and by general equitable principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
2
d. Subject
to Section 7(f) of this Agreement, the Company hereby restates, as of the
Closing Date (as defined in this Agreement), the representations and warranties
set forth in Section 3.01 of the SWSA to and for the benefit of the Assignee
and
the Trust, and by this reference incorporates such representations and
warranties herein, as of such Closing Date.
5. The
Company hereby acknowledges that Xxxxx Fargo Bank, National Association has
been
appointed as the Master Servicer of the Mortgage Loans pursuant to the Pooling
Agreement and, therefore, has the right to enforce all obligations of the
Company under the SWSA. Such rights will include, without limitation, the right
to terminate the Company under the SWSA upon the occurrence of an event of
default thereunder, the right to receive all remittances required to be made
by
the Company under the SWSA, the right to receive all monthly reports and other
data required to be delivered by the Company under the SWSA, the right to
examine the books and records of the Company, indemnification rights and the
right to exercise certain rights of consent and approval relating to actions
taken by the Assignor. The Company shall make all distributions under the SWSA
to the Master Servicer by wire transfer of immediately available funds
to:
Xxxxx
Fargo Bank, National Association
ABA
Number: 000-000-000
Account
Name: Corporate Trust Clearing
Account
number: 0000000000
For
further credit to: 53188900, MSM 2007-15AR
The
Company shall deliver all reports required to be delivered under this Agreement
to the Master Servicer at the following address:
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Manager, MSM 2007-15AR
Telecopier:
(000) 000-0000
6. Certain
Matters Regarding the Trustee
Each
party hereto hereby agrees as follows:
It
is
expressly understood and agreed by the parties hereto that (i) this Agreement
is
executed and delivered by LaSalle Bank National Association, not individually
or
personally but solely on behalf of the Trust, as the assignee, in the exercise
of the powers and authority conferred and vested in it, as Trustee, pursuant
to
the Pooling Agreement, (ii) each of the representations, undertakings and
agreements herein made on the part of the Trustee is made and intended not
as
personal representations, undertakings and agreements by LaSalle Bank National
Association but is made and intended for the purpose of binding only the Trust,
(iii) nothing herein contained shall be construed as creating any liability
for
LaSalle Bank National Association, individually or personally, to perform any
covenant (either express or implied) contained herein, (iv) under no
circumstances shall LaSalle Bank National Association be personally liable
for
the payment of any indebtedness or expenses of the Trust, or be liable for
the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Trust under this Agreement and (v) all recourse for any
payment liability or other obligation of the assignee shall be had solely to
the
assets of the Trust.
7. Amendments
to the XXXX
0
The
parties to this Agreement hereby agree to amend the SWSA as
follows:
a.
|
With
respect to Article I, a new definition of “Eligible Account” is hereby
incorporated, in alphabetical order, as
follows:
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“Eligible
Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company that is
a
Qualified Depository, the short-term unsecured debt obligations of which (or,
in
the case of a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such holding company)
have the highest short-term ratings of each Rating Agency at the time any
amounts are held on deposit therein, or (ii) a trust account or
accounts maintained with the corporate trust department of a federal depository
institution or state-chartered depository institution subject to the regulations
regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of
Federal Regulations Section 9.10(b) which, in either case, has corporate trust
powers and is acting in its fiduciary capacity, or (iii) any other account
acceptable to each Rating Agency, as evidenced by a signed writing delivered
by
each Rating Agency. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the Trustee,
the Paying Agent, the Securities Administrator or the Master
Servicer.”
b.
|
With
respect to Article I, a new definition of “Permitted Investments” is
hereby incorporated, in alphabetical order, as
follows:
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“Permitted
Investments: At any time, any one or more of the following
obligations and securities:
(i) obligations
of the United States or any agency thereof, provided that such obligations
are
backed by the full faith and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency, or such lower rating as shall not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
(iii) commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency rating such paper, or such
lower rating as shall not result in the downgrading or withdrawal of the ratings
then assigned to the Certificates by the Rating Agencies, as evidenced by a
signed writing delivered by each Rating Agency;
(iv) certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to supervision and examination
by federal and/or state banking
4
authorities,
provided that the commercial paper and/or long-term unsecured debt obligations
of such depository institution or trust company (or in the case of the principal
depository institution in a holding company system, the commercial paper or
long-term unsecured debt obligations of such holding company, but only if
Xxxxx’x is not the applicable Rating Agency) are then rated one of the two
highest long-term and the highest short-term ratings of each Rating Agency
for
such securities, or following a downgrade, withdrawal, or suspension of such
institution’s rating, each account should promptly (and in any case within not
more than 10 calendar days) be moved to a qualifying institution or to one
or
more segregated trust accounts in the trust department of such institution,
if
permitted unless such lower ratings as shall not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
(v) guaranteed
reinvestment agreements issued by any bank, insurance company or other
corporation acceptable to the Rating Agencies at the time of the issuance of
such agreements, as evidenced by a signed writing delivered by each Rating
Agency;
(vi) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;
(vii) securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold
at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one
of
the two highest ratings of each Rating Agency (in addition, if the Rating Agency
is Moody’s, such rating shall be the highest commercial paper rating of Moody’s
for any such series), or such lower rating as shall not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by
the Rating Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
(viii) interests
in any money market fund which at the date of acquisition of the interests
in
such fund and throughout the time such interests are held in such fund has
the
highest applicable rating by each Rating Agency rating such fund or such lower
rating as shall not result in a change in the rating then assigned to the
Certificates by each Rating Agency, as evidenced by a signed writing delivered
by each Rating Agency, including funds for which the Trustee, the Master
Servicer, the Securities Administrator or any of its Affiliates is investment
manager or adviser;
(ix)
short-term investment funds sponsored by any trust company or national banking
association incorporated under the laws of the United States or any state
thereof which on the date of acquisition has been rated by each applicable
Rating Agency in their respective highest applicable rating category or
following a downgrade, withdrawal, or suspension of such
5
institution’s
rating, each account should promptly (and in any case within not more than
10
calendar days) be moved to a qualifying institution or to one or more segregated
trust accounts in the trust department of such institution, if permitted unless
such lower rating as shall not result in a change in the rating then specified
stated maturity and bearing interest or sold at a discount acceptable to each
Rating Agency as shall not result in the downgrading or withdrawal of the
ratings then assigned to the Certificates by any Rating Agencies, as evidenced
by a signed writing delivered by each Rating Agency; and
(x) such
other investments having a specified stated maturity and bearing interest or
sold at a discount acceptable to the Rating Agencies as shall not result in
the
downgrading or withdrawal of the ratings then assigned to the Certificates
by
any Rating Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
provided,
that no such instrument shall be a Permitted Investment if (i) such instrument
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument or (ii) such instrument would require
the
Depositor to register as an investment company under the Investment Company
Act
of 1940, as amended.”
c.
|
With
respect to Article I, the definition of “Qualified Depository” is hereby
amended and restate as follows:
|
“Qualified
Depository”: An institution having the highest short-term debt rating, and one
of the two highest long-term debt ratings of the Rating Agencies or the approval
of the Rating Agencies. Upon a downgrade in the rating of a Qualified
Depository at which an Eligible Account is held below the required ratings
set
forth in the definition of Eligible Account, within 30 days of such downgrade,
such account will be transferred to an account meeting the requirements of
the
definition of Eligible Account; provided, however, that this transfer
requirement may be waived by the applicable Rating Agency.
d.
|
With
respect to Article I, “Servicing Fee Rate” is hereby amended and restated
as follows: “Servicing Fee Rate”: With
respect to each Mortgage Loan, 0.25% per
annum.
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e.
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With
respect to Article I, the definition of “Static Pool Information” shall be
inapplicable.
|
f.
|
With
respect to Article I, the definition of “Third-Party Originator” shall be
inapplicable.
|
g.
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Section
3.01(i) (Selection Process), Section 3.01(k) (Sale Treatment) and
Section
3.01(m) (No Broker’s Fees) of the SWSA shall be
inapplicable.
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h.
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Section
3.02 shall be inapplicable.
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i.
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The
second paragraph of Section 4.01 of the SWSA is hereby amended by
deleting
from the first sentence thereof the words “, provided,
however, that the Company shall
not
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6
make any future advances, other than Servicing Advances, with respect to a Mortgage Loan”. |
j.
|
The
second sentence of the first paragraph of Section 4.04 of the SWSA
is
hereby amended and restated as
follows:
|
k.
|
“Such
Custodial Account shall be an Eligible Account established with a
Qualified Depository.”
|
l.
|
Section
4.05(vii) is hereby amended to add the term “Monthly Advances,” prior to
the term “Servicing Advances.”
|
m.
|
The
following is added as the second paragraph of Section
4.09:
|
“Amounts
on deposit in the Custodial Account may at the option of the Company be invested
in Permitted Investments. Any such Permitted Investment shall be made
in the name of the Company in trust for the benefit of the
Purchaser. All income on or gain realized from any such Permitted
Investment shall be for the benefit of the Company and may be withdrawn from
the
Custodial Account at any time by the Company. Any losses incurred in
respect of any such investment shall be deposited in the Custodial Account,
by
the Company out of its own funds immediately as realized.”
n.
|
The
words “and if the Mortgagor does not obtain such coverage, the Company
shall immediately force place the required coverage on the Mortgagor’s
behalf” in Section 4.10 are hereby
deleted.
|
o.
|
Section
4.13 is hereby deleted in its entirety and replaced with the
following:
|
“The
Company or its agent shall inspect the Mortgaged Property as often as deemed
necessary by the Company in accordance with Accepted Servicing Practices or
as
may be required by the primary mortgage guaranty insurer, to assure itself
that
the value of the Mortgaged Property is being preserved. The Company
shall keep a record of each such inspection and, upon request, shall provide
the
Purchaser with an electronic report of each such inspection.”
p.
|
Section
4.15 is hereby modified as follows:
|
(i) The
words “or other applicable law” are hereby inserted at the end of the second
sentence in the first paragraph; and
(ii) Insert
the following at the end of the second paragraph thereof:
“In
the
event that a Mortgage Loan is subject to pool insurance or becomes subject
to
pool insurance and the Company has been notified of such coverage, the Company
agrees to prepare and present claims to the related insurer and to take such
other actions as shall be necessary in accordance ith Accepted Servicing
Practices to permit recovery under any such insurance policies. Pursuant to
Section 4.04, any amounts collected by the
7
Company
under any pool insurance policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05. In the event that the Company
is
not notified of existing or subsequently acquired pool insurance coverage,
the
Company shall be under no obligation to pursue any claims or to take any other
action related to such coverage.”
q.
|
The
words “on or before the Remittance Date” are hereby deleted from the first
sentence of Section 4.17.
|
r.
|
The
words “or on such other basis as is acceptable to Xxxxxx Mae and Xxxxxxx
Mac and in accordance with the Fair Credit Reporting Act and its
implementing regulations” are hereby inserted in Section 4.22 at the end
thereof.
|
s.
|
The
second sentence of the second paragraph of Section 5.01 is hereby
amended
and restated in its entirety as
follows:
|
“Such
interest shall be deposited in the Custodial Account by the Company on the
date
such late payment is made and shall cover the period commencing with the day
following the Business Day on which such payment was due and ending with the
Business Day on which such payment is made, both inclusive.”
t.
|
The
first paragraph of Section 5.02 is hereby amended and restated in
its
entirety as follows:
|
“Not
later than the Remittance Report Date, the Company shall furnish to the Master
Servicer, on behalf of the Purchaser, in an electronic form the information
required by the reports attached hereto as Exhibit II and Exhibit IV, or such
information as otherwise may be mutually agreed to by the Company and the Master
Servicer, with a trial balance report attached thereto, as to the remittance
period ending on the last day of the preceding month.”
u.
|
The
second paragraph of Section 6.02 is hereby deleted in its entirety
and
replaced with the following:
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8
“If
the
Company satisfies or releases a Mortgage without first having obtained payment
in full of the indebtedness secured by the Mortgage (other than as a result of
a
modification of the Mortgage Loan or a liquidation of the Mortgaged Property
pursuant to the terms of this Agreement) or should the Company otherwise
prejudice any rights the Assignee may have under the mortgage instruments,
upon
written demand of the Assignee, the Company shall deposit in the Custodial
Account the entire outstanding principal balance, plus all accrued interest
on
such Mortgage Loan within two (2) Business Days of its receipt
thereof. The Company shall maintain the Fidelity Bond and Errors and
Omissions Insurance Policy as provided for in Section 4.12 insuring the Company
against any loss it may sustain with respect to any Mortgage Loan not satisfied
in accordance with the procedures set forth herein.”
v.
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In
Section 6.04, the phrase “On or before March 1 of each calendar year,
commencing in 2007” is hereby amended and restated as
follows:
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“On
or
before March 1 of each calendar year”
w.
|
Section
6.05 is hereby deleted in its entirety and replaced with the
following:
|
“[Reserved]”.
x.
|
The
first paragraph of Section 6.06 is hereby deleted in its entirety
and
replaced with the following:
|
“On
or
before March 1 of each calendar year, the Company shall”
y.
|
The
third clause of the first sentence of Section 6.07(ii) is hereby
amended
and restated as follows:
|
“which
continues unremedied for fourteen (14) calendar days after the date on which
such information,”
z.
|
The
last paragraph of section 9.01 is hereby deleted in its entirety
and
replaced with the following:
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“All
Mortgage Loans (i) not sold or transferred pursuant to Whole Loan Transfers,
Agency Sales or Securitization Transactions, (ii) that are subject to a
Securitization Transaction for which the related trust is terminated for any
reason or (iii) repurchased or otherwise removed from such trust, shall remain
subject to this Agreement and shall continue to be serviced in accordance with
the terms of this Agreement and with respect thereto this Agreement shall remain
in full force and effect.”
aa.
|
Section
9.01(e)(i) is hereby deleted in its
entirety.
|
bb.
|
Section
9.01(e)(ii) is hereby deleted in its
entirety.
|
cc.
|
The
following is added as the second paragraph of Section
9.01(e)(vii):
|
9
“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.”
dd.
|
Section
9.01(f)(i)(A) is amended to change the cross-reference regarding
material
provided in written or electronic form from “Section 9.01(f)” to “Section
9.01(e)”.
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ee.
|
Section
11.02 is hereby deleted in its entirety and replaced with the
following:
|
“The
Purchaser and the Company agree that the Company cannot be terminated without
cause.”
ff.
|
Written
notice provided in compliance with Sections 9.01 (e)(iv), (v) and
(vi) of
the SWSA shall be substantially in the form of Exhibit III to this
Agreement.
|
gg.
|
With
respect to the Mortgage Loans, Exhibit II to this Agreement is hereby
inserted as form pursuant to which statements under Section 5.02
of the
SWSA will be delivered.
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8. Miscellaneous
A
copy of all assessments,
attestations, reports and certifications required to be delivered by the
Servicer under this Agreement and the SWSA shall be delivered to the Master
Servicer by the date(s) specified herein or therein, and where such documents
are required to be addressed to any party, such addressees shall include
the
Master Servicer and the Master Servicer shall be entitled to rely on such
documents.
Any
notices or other communications
permitted or required under the Agreement to be made to the Assignor, Assignee,
the Master Servicer, the Company, and the Trustee shall be made in accordance
with the terms of the Agreement and shall be sent to the Depositor and Trustee
as follows:
In
the
case of the Depositor:
Xxxxxx
Xxxxxxx Capital I Inc.
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-15AR
In
the
case of the Trustee:
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Global Securities and Trust Services MSM 2007-15AR
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In
the case of the Company:
|
Xxxxx
Fargo Bank, N.A.
1
Home
Campus
10
Xxx
Xxxxxx, Xxxx 00000-0000
Attention: Xxxx
X. Xxxxx, MAC#X2302-033
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With
a copy to
|
Xxxxx
Fargo Bank, N.A.
0000
Xxxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention: Structured
Finance Manager, MAC#X3907-018
|
With
a copy to:
|
Xxxxx
Fargo Bank, N.A.
1
Home
Campus
Xxx
Xxxxxx, Xxxx 00000-0000
Attention: General
Counsel, MAC#X2401-06T
|
In
the case of the Master Servicer:
|
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Xxxxxxx, XXX 0000-00XX
Office
Number: (000) 000-0000
Telecopier:
(000) 000-0000
9. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced.
11. This
Agreement shall inure to the benefit of (i) the successors and assigns of
the
parties hereto and (ii) the Trust (including the Trustee and the Master Servicer
acting on the Trust’s behalf). Any entity into which Assignor, Assignee or
Company may be merged or consolidated shall, without the requirement for
any
further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
12. Each
of
this Agreement and the SWSA shall survive the conveyance of the Mortgage
Loans
and the assignment of the SWSA (solely with respect to the Mortgage Loans)
by
Assignor to Assignee and nothing contained herein shall supersede or amend
the
terms of the SWSA.
13. This
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall
constitute one and the same instrument.
14. In
the
event that any provision of this Agreement conflicts with any provision of
the
SWSA with respect to the Mortgage Loans, the terms of this Agreement shall
control.
11
15. Capitalized
terms used in this Agreement (including the exhibits hereto) but not
defined in this Agreement shall have the meanings given to such terms in
the
SWSA.
[SIGNATURE
PAGE FOLLOWS]
12
IN
WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their duly authorized officers as
of the
date first above written.
XXXXXX
XXXXXXX MORTGAGE CAPITAL HOLDINGS LLC,
successor
by merger to Xxxxxx Xxxxxxx Mortgage Capital Inc.
|
|||
|
By:
|
/s/ Xxxxxxx Xxx | |
Name: Xxxxxxx Xxx | |||
Title Vice President | |||
XXXXXX
XXXXXXX CAPITAL I INC.
|
|||
|
By:
|
/s/ Xxxxxxx Xxx | |
Name Xxxxxxx Xxx | |||
Title Vice President | |||
XXXXX
FARGO BANK, N.A.
|
|||
|
By:
|
/s/ Xxxxx Xxxx Xxxxxxx | |
Name Xxxxx Xxxx Preston | |||
Title Assistant Vice President | |||
Acknowledged
and Agreed:
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as Master Servicer
By:
/s/ Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee of Xxxxxx Xxxxxxx
Mortgage
Loan Trust 2007-15AR
By:
/s/ Xxxx
Xxxxx
Name:
Ritz Xxxxx
Title:
Vice President
13
Schedule
I
Specified
Mortgage Loan Schedule
[see
Schedule A to the Pooling and Servicing Agreement
on
file
with the Servicer, the Master Servicer and the Depositor]
14
EXECUTION
VERSION
Exhibit
IIA:
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 ($)
|
MOTION_FOR_RELIEF_DATE
|
The
date the Motion for Relief was filed
|
10
|
MM/DD/YYYY
|
FRCLSR_BID_AMT
|
The
foreclosure sale bid amount
|
11
|
No
commas(,) or dollar signs ($)
|
FRCLSR_SALE_TYPE
|
The
foreclosure sales results: REO, Third Party, Conveyance to
HUD/VA
|
|
|
REO_PROCEEDS
|
The
net proceeds from the sale of the REO property.
|
No
commas(,) or dollar signs ($)
|
|
BPO_DATE
|
The
date the BPO was done.
|
|
|
CURRENT_FICO
|
The
current FICO score
|
|
2
HAZARD_CLAIM_FILED_DATE
|
The
date the Hazard Claim was filed with the Hazard Insurance
Company.
|
10
|
MM/DD/YYYY
|
HAZARD_CLAIM_AMT
|
The
amount of the Hazard Insurance Claim filed.
|
11
|
No
commas(,) or dollar signs ($)
|
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
|
3
Exhibit
IIB:
Standard
File Codes – Delinquency Reporting
The
Loss Mit Type field should show the approved Loss
Mitigation Code as follows:
• ASUM-
Approved Assumption
• BAP- Borrower
Assistance Program
• CO- Charge
Off
• DIL- Deed-in-Lieu
• FFA- Formal
Forbearance Agreement
• MOD- Loan
Modification
• PRE- Pre-Sale
• SS- Short
Sale
• MISC- Anything
else approved by the PMI or Pool Insurer
NOTE:
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply
Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior
to
sending the file.
The
Occupant Code field should show the current status of
the property code as follows:
• Mortgagor
• Tenant
• Unknown
• Vacant
The
Property Condition field should show the last reported
condition of the property as follows:
• Damaged
• Excellent
• Fair
• Gone
• Good
• Poor
• Special
Hazard
• Unknown
4
Exhibit
IIB:
Standard
File Codes – Delinquency Reporting, Continued
The
FNMA Delinquent Reason Code field should show the Reason
for Delinquency as follows:
Delinquency
Code
|
Delinquency
Description
|
001
|
FNMA-Death
of principal mortgagor
|
002
|
FNMA-Illness
of principal mortgagor
|
003
|
FNMA-Illness
of mortgagor’s family member
|
004
|
FNMA-Death
of mortgagor’s family member
|
005
|
FNMA-Marital
difficulties
|
006
|
FNMA-Curtailment
of income
|
007
|
FNMA-Excessive
Obligation
|
008
|
FNMA-Abandonment
of property
|
009
|
FNMA-Distant
employee transfer
|
011
|
FNMA-Property
problem
|
012
|
FNMA-Inability
to sell property
|
013
|
FNMA-Inability
to rent property
|
014
|
FNMA-Military
Service
|
015
|
FNMA-Other
|
016
|
FNMA-Unemployment
|
017
|
FNMA-Business
failure
|
019
|
FNMA-Casualty
loss
|
022
|
FNMA-Energy
environment costs
|
023
|
FNMA-Servicing
problems
|
026
|
FNMA-Payment
adjustment
|
027
|
FNMA-Payment
dispute
|
029
|
FNMA-Transfer
of ownership pending
|
030
|
FNMA-Fraud
|
031
|
FNMA-Unable
to contact borrower
|
INC
|
FNMA-Incarceration
|
5
Exhibit
IIB:
Standard
File Codes – Delinquency Reporting, Continued
The
FNMA Delinquent Status Code field should show the Status
of Default as follows:
Status
Code
|
Status
Description
|
09
|
Forbearance
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
24
|
Government
Seizure
|
26
|
Refinance
|
27
|
Assumption
|
28
|
Modification
|
29
|
Charge-Off
|
30
|
Third
Party Sale
|
31
|
Probate
|
32
|
Military
Indulgence
|
43
|
Foreclosure
Started
|
44
|
Deed-in-Lieu
Started
|
49
|
Assignment
Completed
|
61
|
Second
Lien Considerations
|
62
|
Veteran’s
Affairs-No Bid
|
63
|
Veteran’s
Affairs-Refund
|
64
|
Veteran’s
Affairs-Buydown
|
65
|
Chapter
7 Bankruptcy
|
66
|
Chapter
11 Bankruptcy
|
67
|
Chapter
13 Bankruptcy
|
6
EXECUTION
VERSION
Exhibit
IIC:
Standard
File Layout – Master Servicing
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
Each
file requires the following fields:
|
|
|
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 20 digits
|
20
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported
by the
Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the
Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Plus
the following applicable fields:
|
|
|
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of
the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the
current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for
the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as
reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
2
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
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
|
3
Exhibit
IID: Calculation of Realized Loss/Gain Form 332-Instruction
Sheet
NOTE: Do
not net or combine items. Show all expenses individually and all
credits as separate line items. Claim packages are due on the
remittance report date. Late submissions may result in claims not
being passed until the following month. The Servicer is responsible
to remit all funds pending loss approval and /or resolution of any disputed
items.
(a)
(b) The
numbers on the 332 form correspond with the numbers listed below.
Liquidation
and Acquisition Expenses:
|
1.
|
The
Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
|
2.
|
The
Total Interest Due less the aggregate amount of servicing fee that
would
have been earned if all delinquent payments had been made as agreed.
For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
|
3.
|
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage
Loan as calculated on a monthly basis. For documentation, an Amortization
Schedule from date of default through liquidation breaking out
the net
interest and servicing fees advanced is
required.
|
4-12.
|
Complete
as applicable. Required
documentation:
|
* For
taxes and insurance advances – see page 2 of 332 form - breakdown
required showing period of
coverage, base tax, interest, penalty. Advances
prior to default require evidence of servicer efforts to recover
advances.
|
* For
escrow advances - complete payment history
(to calculate advances from last positive escrow balance
forward)
|
* Other expenses - copies of corporate advance history showing all payments |
* REO repairs> $1500 require explanation |
* REO repairs>$3000 require evidence of at least 2 bids. |
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate |
* Unusual or extraordinary items may require further documentation. |
|
13.
|
The
total of lines 1 through 12.
|
(c) | Credits: |
14-21.
|
Complete
as applicable. Required
documentation:
|
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds Breakdown. |
* Copy of EOB for any MI or gov't guarantee |
* All other credits need to be clearly defined on the 332 form |
|
22.
|
The
total of lines 14 through 21.
|
Please Note:
|
For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line
(18b)
for Part B/Supplemental proceeds.
|
|
Total
Realized Loss (or Amount of Any
Gain)
|
|
23.
|
The
total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis
( ).
|
-5-
Exhibit
IIE: Calculation of Realized Loss/Gain Form 332
Prepared
by:
|
__________________
|
Date:
|
__________________
|
|
Phone:
|
__________________
|
Email
Address:
|
__________________
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No.
______________________
|
|
Borrower's
Name: __________________________________________
|
|
Property
Address:
__________________________________________
|
Liquidation
Type: REO Sale
|
3rd
Party
Sale
|
Short
Sale
|
Charge
Off
|
Was
this loan granted a Bankruptcy deficiency or
cramdown
|
Yes
|
No
|
||
If
“Yes”, provide deficiency or cramdown amount
|
___________________________
|
Liquidation
and Acquisition Expenses:
|
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$_____________
|
(1)
|
|
(2)
|
Interest
accrued at Net Rate
|
______________
|
(2)
|
|
(3)
|
Accrued
Servicing Fees
|
______________
|
(3)
|
|
(4)
|
Attorney's
Fees
|
______________
|
(4)
|
|
(5)
|
Taxes
(see page 2)
|
______________
|
(5)
|
|
(6)
|
Property
Maintenance
|
______________
|
(6)
|
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
______________
|
(7)
|
|
(8)
|
Utility
Expenses
|
______________
|
(8)
|
|
(9)
|
Appraisal/BPO
|
______________
|
(9)
|
|
(10)
|
Property
Inspections
|
______________
|
(10)
|
|
(11)
|
FC
Costs/Other Legal Expenses
|
______________
|
(11)
|
|
(12)
|
Other
(itemize)
|
______________
|
(12)
|
|
Cash
for Keys________________________
|
______________
|
(12)
|
-6-
HOA/Condo
Fees_____________________
|
______________
|
(12)
|
||
___________________________________
|
______________
|
(12)
|
||
Total
Expenses
|
$_____________
|
(13)
|
||
Credits:
|
||||
(14)
|
Escrow
Balance
|
$_____________
|
(14)
|
|
(15)
|
HIP
Refund
|
______________
|
(15)
|
|
(16)
|
Rental
Receipts
|
______________
|
(16)
|
|
(17)
|
Hazard
Loss Proceeds
|
______________
|
(17)
|
|
(18)
|
Primary
Mortgage Insurance / Gov’t Insurance
|
|||
(18a)
|
HUD
Part A
|
______________
|
(18b)
|
HUD
Part B
|
______________
|
||
(19)
|
Pool
Insurance Proceeds
|
______________
|
(19)
|
|
(20)
|
Proceeds
from Sale of Acquired Property
|
______________
|
(20)
|
|
(21)
|
Other
(itemize)
|
______________
|
(21)
|
|
_________________________________________
|
______________
|
(21)
|
||
Total
Credits
|
$_____________
|
(22)
|
||
Total
Realized Loss (or Amount of Gain)
|
$_____________
|
(23)
|
-7-
Escrow
Disbursement Detail
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
-8-
EXHIBIT
III
Additional
Disclosure Notification
Xxxxx
Fargo Bank, N.A. as [Securities Administrator and Master Servicer]
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Fax:
(000) 000-0000
E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate
Trust Services – MSM 2007– 15AR – SEC REPORT
PROCESSING
RE: **Additional
Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section 9.01(e) [iv][v][vi] of the Master Seller’s Warranties
and Servicing Agreement, dated as of April 1, 2006, as amended by the
Assignment, Assumption and Recognition Agreement dated as of November 1,
2007
among Xxxxxx Xxxxxxx Capital I Inc., as Depositor, Xxxxx Fargo Bank, National
Association, as Servicer, Xxxxx Fargo Bank, National Association, as Master
Servicer, and LaSalle Bank National Association as Trustee, the Undersigned
hereby notifies you that certain events have come to our attention that
[will][may] need to be disclosed on Form [ ].
Description
of Additional Form [ ] Disclosure:
List of Any Attachments hereto to be included in the Additional Form [ ] Disclosure:
Any
inquiries related to this
notification should be directed to [ ], phone
number: [ ]; email
address: [ ].
[NAME OF
PARTY]
as [role]
|
|||
|
By:
|
/s/ | |
Name: | |||
Title: | |||
-9-
EXHIBIT
IV
Form
of Monthly Loan Modification Report
Data
Reporting Field
|
Description
|
Fidelity
Client
|
|
Loan
Number
|
Xxxxx
Fargo’s loan number
|
Investor
ID
|
Xxxxx
Fargo’s investor number
|
Modification
Effective Date
|
The
date the loan modification is in effect.
|
Deal
Name
|
|
UPB
Prior to Modification
|
The
unpaid principal balance due on a loan prior to the Modification
Effective
Date.
|
Next
Due Date Prior to Modification
|
The
date payment is due prior to the Modification Effective
Date.
|
Maturity
Date Prior to Modification
|
Original
maturity date of the loan.
|
Delinquency
Status Prior to Modification
|
The
number of days a loan is delinquent prior to the Modification
Effective
Date.
|
Interest
Rate Prior to Modification
|
Interest
rate of the loan immediately preceding the Modification Effective
Date.
|
Scheduled
Principal and Interest Payment Prior to Modification
|
Total
principal and interest payment amount preceding the Modification
Effective
Date.
|
Scheduled
Total Payment Prior to Modification
|
The
total payment amount due on a loan prior to the Modification
Effective
Date.
|
Corporate
Advance Capitalized
|
Other
servicing advances included in the Total Capitalized
amount.
|
Escrow
Advance Capitalized
|
Taxes
and insurance advanced included in the Total Capitalized
amount.
|
Gross
Interest Capitalized
|
Gross
interest delinquent amount included in the Total Capitalized
amount.
|
Servicing
Fee Rate
|
Servicing
fee rate per loan,
|
Months
Delinquent
|
Number
of months a loan is delinquent at the time of
modification.
|
Service
Fee Capitalized
|
Amount
of service fee included in the Total Capitalized
amount.
|
Net
Interest Capitalized
|
Amount
of net interest included in the Total Capitalized
amount.
|
Other
Fees Capitalized
|
Amount
of other fees included in the Total Capitalized amount.
|
Mortgagor
Contribution
|
Amount
of funds required to be paid by the borrower as part of the
modification.
|
Total
Capitalized
|
Total
amount added to the unpaid principal balance of the loan in connection
with a modification.
|
Principal
Forgiven
|
Amount
of principal forgiven.
|
Interest
Forgiven
|
Gross
amount of interest forgiven.
|
Unpaid
Principal Balance Post Modification
|
Actual
balance owed by the borrower as of the Modification Effective
Date.
|
Interest
Rate Effective Date per Modification Plan
|
The
date the new interest rate is in effect under the modified
terms.
|
Next
Payment Due Date per Modification Plan
|
The
first payment due date in effect under the modified
terms.
|
New
Maturity Date Term
|
Maturity
date term as of the Modification Effective Date.
|
Maturity
Date Post Modification
|
Maturity
date of the loan as of the Modification Effective Date.
|
Delinquency
Status Post Modification
|
Delinquency
status of a loan after the Modification Effective
Date.
|
Data
Reporting Field
|
Description
|
Interest
Rate Post Modification
|
Interest
rate of the loan as of the Modification Effective Date.
|
Scheduled
Principal and Interest Payment Post Modification
|
Principal
and interest payment amount as of the Modification Effective
Date.
|
Post-Modification
Scheduled Total Payment
|
Total
monthly payment as of the Modification Effective Date.
|
Balloon
Payment Amount
|
Amount
of cumulative balloon principal payment due.
|
Balloon
Payment Date
|
Date
on which balloon payment amount is due.
|
Fixed
to ARM (Y/N)
|
Change
in loan status from fixed rate to adjustable rate.
|
ARM
to Fixed (Y/N)
|
Change
in loan status from adjustable rate to fixed rate.
|
IO
to Fully Amortizing (Y/N)
|
Change
in loan status from interest only to fully amortizing.
|
Fully
Amortizing to IO (Y/N)
|
Change
in loan status from fully amortizing to interest only.
|
Pre-Modification
Interest Reset Period*
|
Original
duration of the interest reset period of the loan.
|
Pre-Modification
Payment Change Date*
|
Payment
change date preceding the modification.
|
Pre-Modification
Initial Interest Reset Date*
|
First
interest reset date under the original terms of the
loan.
|
Post-Modification
Interest Reset Period*
|
Duration
of the Interest Reset Period of the loan as of the Modification
Effective
Date.
|
Post-Modification
Payment Change Date*
|
Payment
change date as of the Modification Effective Date.
|
Post-Modification
Initial Interest Reset Date*
|
Initial
Reset Date as of the Modification Effective Date.
|
Post-Modification
Next Reset Date*
|
The
next reset date following the Modification Effective
Date.
|
Post-Modification
Margin*
|
Margin
after the Modification Effective Date.
|
Post-Modification
Initial Max Interest Rate Increase*
|
First
interest rate change maximum increase.
|
Post-Modification
Initial Max Interest Rate Decrease*
|
First
interest rate change maximum decrease.
|
Post-Modification
Max Interest Rate Increase*
|
Maximum
interest rate increase after the first interest rate
change.
|
Post-Modification
Max Interest Rate Decrease*
|
Maximum
interest rate decrease after the first interest rate
change.
|
Maximum
Interest Rate Life Cap*
|
Maximum
interest rate lifetime cap.
|
Minimum
Interest Rate Life Cap*
|
Minimum
interest rate lifetime cap.
|
*Applicable
to adjustable-rate mortgages only.
-11-