Exhibit 99.4
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This Assignment, Assumption and Recognition Agreement (this
"Assignment Agreement"), dated as of March 1, 2007, among Xxxxxxx Xxxxx Mortgage
Lending, Inc., a Delaware corporation having an address of 000 Xxxxx Xxxxxx, 4
World Financial Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Assignor"),
Xxxxxxx Xxxxx Mortgage Investors, Inc., a Delaware corporation having an address
of 000 Xxxxx Xxxxxx, 4 World Financial Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the "Assignee"), and Wachovia Mortgage Corporation, a North Carolina
corporation having an address of 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000 (the "Seller"), and acknowledged and agreed to by Xxxxx
Fargo Bank, N.A., a national banking association having an address of 0000 Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000 (the "Master Servicer"):
For good and valuable consideration the receipt and sufficiency of
which hereby are acknowledged, and of the premises and mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. The Assignor hereby grants, transfers and assigns to Assignee all
of the right, title and interest of Assignor, as Purchaser, in, to and under (a)
those certain mortgage loans listed on Exhibit A attached hereto (the "Mortgage
Loans"); and (b) the Seller's Purchase, Warranties and Servicing Agreement,
dated as of December 1, 2006, between the Assignor and the Seller, as amended by
that certain Regulation AB Compliance Addendum to Seller's Purchase, Warranties
and Servicing Agreement, dated as of December 1, 2006 (the "Purchase
Agreement"), but only to the extent of the Mortgage Loans. For purposes of this
Assignment Agreement, the term "Purchase Agreement" includes any separate
Assignment and Conveyance pursuant to which Seller and Assignor effectuated the
purchase and sale of any Mortgage Loan following the execution and delivery of
the Purchase Agreement.
The Assignor specifically reserves and does not assign to the Assignee
hereunder any and all right, title and interest in, to and under any and all
obligations of the Assignor with respect to any mortgage loans subject to the
Purchase Agreement which are not the Mortgage Loans set forth on Exhibit A
attached hereto and are not the subject of this Assignment Agreement.
The Seller hereby agrees to service the Mortgage Loans in accordance
with the Purchase Agreement, as amended by this Assignment Agreement.
2. Each of the Seller and the Assignor represent and warrant to the
Assignee that (a) the copy of the Purchase Agreement, attached hereto as Exhibit
B, provided to the Assignee, is a true, complete and accurate copy of the
Purchase Agreement, (b) the Purchase Agreement is in full force and effect as of
the date hereof, (c) the provisions thereof have not been waived, amended or
modified in any respect, nor have any notices of termination been given
thereunder, (d) the Purchase Agreement contains all of the terms and conditions
governing the sale of the Mortgage Loans by Seller to Assignor and the purchase
of the Mortgage Loans by
Assignor from Seller, and (e) Seller sold, conveyed and transferred each
Mortgage Loan to Assignor pursuant to the Purchase Agreement.
3. The Assignor warrants and represents to, and covenants with, the
Assignee and the Seller that:
(a) As of the date hereof, the Assignor is not in default under the
Purchase Agreement;
(b) The Assignor is the lawful owner of the Mortgage Loans with the
full right to transfer the Mortgage Loans and any and all of its interests,
rights and obligations under the Purchase Agreement, free from any and all
claims and encumbrances arising out of the Assignor's ownership thereof, and the
Mortgage Loans, as well as the Purchase Agreement, upon the transfer thereof to
the Assignee as contemplated herein, shall be free and clear of all such liens,
claims and encumbrances or any lien claim or encumbrance arising out of the
ownership of the Mortgage Loans by any person at any time after Assignor first
acquired any Mortgage Loan from the Seller;
(c) The Assignor has not received notice of, and has no knowledge of,
any offsets, counterclaims or other defenses available to the Seller with
respect to the Purchase Agreement or the Mortgage Loans;
(d) The Assignor has not waived or agreed to any waiver under, or
agreed to any amendment or other modification of, the Purchase Agreement or the
Mortgage Loans. The Assignor has no knowledge of, and has not received notice
of, any waivers under or amendments or other modifications of, or assignments of
rights or obligations under or defaults under, the Purchase Agreement, or the
Mortgage Loans;
(e) The Assignor is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation, and
has all requisite corporate power and authority to sell, transfer and assign the
Mortgage Loans;
(f) The Assignor has full corporate power and authority to execute,
deliver and perform under this Assignment Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this Assignment Agreement is in the ordinary course of the Assignor's
business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of the Assignor's charter or by-laws, or any legal
restriction, or any material agreement or instrument to which the Assignor is
now a party or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Assignor or its
property is subject. The execution, delivery and performance by the Assignor of
this Assignment Agreement, and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
of the Assignor. This Assignment Agreement has been duly executed and delivered
by the Assignor and constitutes the valid and legally binding obligation of the
Assignor enforceable against the Assignor in accordance with its respective
terms except as enforceability thereof may be limited
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by bankruptcy, insolvency, or reorganization or other similar laws now or
hereinafter in effect relating to creditor's rights generally and by general
principles of equity, regardless of whether such enforceability is considered in
a proceeding in equity or in law; and
(g) No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is required to
be obtained or made by the Assignor in connection with the execution, delivery
or performance by the Assignor of this Assignment Agreement, or the consummation
by it of the transactions contemplated hereby.
4. The Assignee warrants and represents to, and covenants with, the
Assignor and the Seller that:
(a) The Assignee is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation, and
has all requisite corporate power and authority to acquire, own and purchase the
Mortgage Loans;
(b) The Assignee has full corporate power and authority to execute,
deliver and perform under this Assignment Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this Assignment Agreement is in the ordinary course of the Assignee's
business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of the Assignee's charter or by-laws, or any legal
restriction, or any material agreement or instrument to which the Assignee is
now a party or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Assignee or its
property is subject. The execution, delivery and performance by the Assignee of
this Assignment Agreement, and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
of the Assignee. This Assignment Agreement has been duly executed and delivered
by the Assignee and constitutes the valid and legally binding obligation of the
Assignee enforceable against the Assignee in accordance with its respective
terms except as enforceability thereof may be limited by bankruptcy, insolvency,
or reorganization or other similar laws now or hereinafter in effect relating to
creditor's rights generally and by general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or in law;
(c) No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is required to
be obtained or made by the Assignee in connection with the execution, delivery
or performance by the Assignee of this Assignment Agreement, or the consummation
by it of the transactions contemplated hereby; and
(d) The Assignee agrees to be bound, as Purchaser, by all of the
terms, covenants and conditions of the Purchase Agreement and the Mortgage
Loans, and from and after the date hereof, the Assignee assumes for the benefit
of the Assignor all of the Assignor's obligations as "Purchaser" thereunder,
solely with respect to the Mortgage Loans.
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(e) The Assignee considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investment in the Mortgage Loans;
5. The Seller warrants and represents to, and covenants with, the
Assignor and the Assignee that:
(a) The Seller is not a natural person or a general partnership and is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation, and has all requisite power and authority to
service the Mortgage Loans. The Assignor is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation;
(b) The Seller has full power and authority to execute, deliver and
perform under this Assignment Agreement, and to consummate the transactions set
forth herein. The consummation of the transactions contemplated by this
Assignment Agreement is in the ordinary course of the Seller's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Seller's charter or by-laws, or any legal restriction, or any
material agreement or instrument to which the Seller is now a party or by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Seller or its property is subject. The
execution, delivery and performance by the Seller of this Assignment Agreement,
and the consummation by it of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action of the Seller. This Assignment
Agreement has been duly executed and delivered by the Seller and constitutes the
valid and legally binding obligation of the Seller enforceable against the
Seller in accordance with its respective terms except as enforceability thereof
may be limited by bankruptcy, insolvency, or reorganization or other similar
laws now or hereinafter in effect relating to creditors' rights generally and by
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or in law;
(d) No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is required to
be obtained or made by the Seller in connection with the execution, delivery or
performance by the Seller of this Assignment Agreement, or the consummation by
it of the transactions contemplated hereby;
(e) As of the date hereof, the Seller is not in default under the
Purchase Agreement; and
(f) The Seller hereby makes the representations and warranties set
forth in Section 3.01 of the Purchase Agreement to the Assignee as of the date
hereof. The remedies set forth in Section 3.03 shall apply in the event of a
breach of any such representations and warranties. No event has occurred or has
failed to occur, during the period commencing on date on which Assignor acquired
the Mortgage Loans and ending on the date hereof, inclusive, which would make
the representations and warranties set forth in Section 3.01 of the Purchase
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Agreement untrue if such representations and warranties were made with respect
to the Mortgage Loans effective as of the date hereof.
(g) The Seller hereby acknowledges and agrees that the remedies
available to the Assignee in connection with any breach of the representations
and warranties made by the Seller set forth in Section 5(f) hereof shall be as
set forth in Section 3.03 of the Purchase Agreement as if they were set forth
herein (including without limitation the repurchase and indemnity obligations
set forth therein).
6. The Seller hereby acknowledges that Xxxxx Fargo Bank, N.A. (the
"Master Servicer" and "Securities Administrator") has been appointed as the
master servicer of the Mortgage Loans pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of March 1, 2007,
among the Assignee, as depositor, HSBC Bank USA, National Association, as
trustee, and Xxxxx Fargo Bank, N.A. as the master servicer and securities
administrator. The Seller shall deliver all reports required to be delivered
under the Purchase Agreement to:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-F1
7. From and after the date hereof, the Seller shall recognize the
Assignee as the owner of the Mortgage Loans, and shall look solely to the
Assignee for performance from and after the date hereof of the Assignor's
obligations with respect to the Mortgage Loans. From and after the date hereof
the Seller acknowledges that the Mortgage Loans will be part of a REMIC. The
Seller will service the Mortgage Loans in accordance with the servicing
provisions contained in the Purchase Agreement, but in no event in a manner that
would (i) cause the REMIC to fail to qualify as a REMIC or (ii) result in the
imposition of a tax upon the REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Internal Revenue
Code of 1986, as amended (the "Code"), and the tax on contributions to a REMIC
set forth in Section 860G(d) of the Code). It is the intention of the Assignor,
the Seller and the Assignee that this Assignment shall be binding upon and for
the benefit of the respective successors and assigns of the parties hereto.
Neither the Seller nor the Assignor shall amend or agree to amend, modify,
waive, or otherwise alter any of the terms or provisions of the Purchase
Agreement, which amendment, modification, waiver or other alteration would in
any way affect the Mortgage Loans without the prior written consent of the
Assignee.
In addition, the Seller hereby acknowledges that from and after the
date hereof, the Mortgage Loans will be subject to the terms and conditions of
the Pooling and Servicing Agreement pursuant to which the Master Servicer has
the right to monitor the performance by the Seller of its servicing obligations
under the Purchase Agreement. Such right will include, without limitation, the
right to terminate the Seller under the Purchase Agreement upon the occurrence
of an event of default thereunder, the right to receive all remittances required
to be made by the Seller under the Purchase Agreement, the right to receive all
monthly reports and
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other data required to be delivered by the Seller under the Purchase Agreement,
the right to examine the books and records of the Seller, indemnification
rights, and the right to exercise certain rights of consent and approval
relating to actions taken by the Seller. In connection therewith, the Seller
hereby agrees to make all remittances required under the Purchase Agreement with
respect to the Mortgage Loans to the Master Servicer for the benefit of the
Assignee in accordance with the following wire transfer instructions:
Xxxxx Fargo Bank, N.A.
ABA #000-000-000
Account Name: SAS Clearing
Account # 0000000000
For Further Credit to: 50989100
Reference: MANA 2007-F1
Applicable statements should be mailed to Xxxxx Fargo Bank, National
Association, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, 00000, Attention:
Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-F1.
It is the intention of the Assignor, the Seller and the Assignee that
this Assignment will be a separate and distinct servicing agreement between the
Assignee and the Seller, to the extent of the Mortgage Loans, and shall be
binding upon and for the benefit of the respective successors and assigns of the
parties hereto. Neither the Seller nor the Assignor shall amend or agree to
amend, modify, waive, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans without the prior written consent of
the Assignee.
8. For the purposes of servicing the Mortgage Loans hereunder, the
parties hereto agree that the provisions of the Purchase Agreement shall be
modified in the manner set forth in Exhibit C hereto.
9. Notice Addresses.
(a) The Assignee's address for purposes of all notices and
correspondence related to the Mortgage Loans and this Assignment Agreement is:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
000 Xxxxx Xxxxxx
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MANA 2007-F1
(b) The Assignor's address for purposes for all notices and
correspondence related to the Mortgage Loans and this Assignment Agreement is:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
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000 Xxxxx Xxxxxx
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MANA 2007-F1
(c) The Seller's address for purposes of all notices and
correspondence related to the Mortgage Loans and this Assignment Agreement is:
Wachovia Mortgage Corporation
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxx Xxxxxx
10. This Assignment Agreement shall be construed in accordance with
the substantive laws of the State of New York (without regard to conflict of
laws principles) and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, except to the extent
preempted by federal law.
11. This Assignment Agreement shall inure to the benefit of the
successors and assigns of the parties hereto. Any entity into which the Seller,
the Assignor or the Assignee may be merged or consolidated shall, without the
requirement for any further writing, be deemed the Seller, the Assignor or the
Assignee, respectively, hereunder.
12. No term or provision of this Assignment 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.
13. This Assignment Agreement shall survive the conveyance of the
Mortgage Loans and the assignment of the Purchase Agreement by the Assignor.
14. Notwithstanding the assignment of the Purchase Agreement by either
the Assignor or Assignee, this Assignment Agreement shall not be deemed assigned
by the Seller or the Assignor unless assigned by separate written instrument.
15. For the purpose for facilitating the execution of this Assignment
Agreement as herein provided and for other purposes, this Assignment Agreement
may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute and be one and the same instrument.
16. The Seller shall deliver to the Master Servicer a list of
servicing officers in the form of Exhibit D by the Closing Date.
[signatures on following page]
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IN WITNESS WHEREOF, the parties have caused this Assignment Agreement
to be executed by their duly authorized officers as of the date first above
written.
Xxxxxxx Xxxxx Mortgage Lending, Inc as
Assignor
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Xxxxxxx Xxxxx Mortgage Investors, Inc.
as Assignee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Wachovia Mortgage Corporation Seller
By:
------------------------------------
Name:
---------------------------------
Title:
-------------------------------
Acknowledged and Agreed:
XXXXX FARGO BANK, N.A.
Master Servicer
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
EXHIBIT A
Mortgage Loan Schedule
[Intentionally Omitted]
EXHIBIT B
Seller's Purchase, Warranties and Interim Servicing Agreement, dated
as of December 1, 2006, between Xxxxxxx Xxxxx Mortgage Lending, Inc.
and Wachovia Mortgage Corporation and the Regulation AB Compliance
Addendum to Seller's Purchase, Warranties and Servicing Agreement,
dated as of December 1, 2006
[Intentionally Omitted]
EXHIBIT C
AMENDMENT OF THE PURCHASE AGREEMENT
1. The Seller's Purchase, Warranties and Interim Servicing Agreement, dated
as of December 1, 2006, shall be amended as follows:
(a) The following changes are made to the definitions in Section 1.01:
(i) The definition of Business Day is deleted in its entirety and
replaced with the following:
"Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the States of Maryland, Minnesota, New York or North
Carolina, or (iii) a day on which banks in the States of New York or North
Carolina are authorized or obligated by law or executive order to be
closed."
(ii) The definition of Closing Date is deleted in its entirety
and replaced with the following:
"Closing Date: March 26, 2007."
(iii) The definition of Custodial Account is deleted in its
entirety and replaced with the following:
"Custodial Account: Each separate demand account or accounts created and
maintained pursuant to Section 4.04 which shall be entitled "Wachovia
Mortgage Corporation, in trust for Xxxxx Fargo Bank, N.A. as Securities
Administrator on behalf of the Certificate holders of the Xxxxxxx Xxxxx
Alternative Note Asset Trust, Series 2007-F1 Mortgage Pass-Through
Certificates" and shall be established as an Eligible Account, in the name
of the Person that is the "Purchaser" with respect to the related Mortgage
Loans."
(b) The following sentence is hereby added to the end of the third
paragraph of section 4.01:
"Notwithstanding anything to the contrary, the Servicer shall not make or
permit any modification, waiver or amendment of any term of any Mortgage
Loan that would cause any REMIC created under the Pooling and Servicing,
dated as of March 1, 2007, among Xxxxxxx Xxxxx Mortgage Investors, Inc.,
Xxxxx Fargo Bank, N.A. and HSBC Bank USA, National Association, to fail to
qualify as a REMIC or result in the imposition of any tax under Section
860F(a) or Section 860G(d) of the Code."
(c) The following paragraph is hereby added to the end of Section
5.02:
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"No later than the fifth (5th) Business Day of each month, the Seller shall
forward to the Master Servicer reports in the format set forth in Exhibits
L, Exhibit M and Exhibit N hereto, with respect to monthly remittances,
defaulted Mortgage Loans and realized loss calculations, respectively."
(d) Exhibit L, Exhibit M and Exhibit N attached hereto are hereby
added to the Purchase Agreement immediately following Exhibit K thereto.
2. The Regulation AB Compliance Addendum to Seller's Purchase, Warranties
and Servicing Agreement, dated as of December 1, 2006, shall be amended as
follows:
(a) The word "substantially" immediately preceding the words "in the
form of Exhibit B hereto," is hereby deleted from the definition of Servicing
Criteria in Section 1.01.
(b) The word "material" is hereby inserted immediately preceding the
words "legal or governmental proceedings" in Subsection 2.03(a)(C).
(c) The words "that would be material to securityholders" immediately
following the word "Subservicer" is hereby deleted from Subsection 2.03(a)(C).
(d) The word "material" is hereby inserted immediately preceding the
words "legal or governmental proceedings" in Subsection 2.03(c)(I).
(e) The words "that would be material to securityholders" immediately
following the word "Subservicer" is hereby deleted from Subsection 2.03(c)(I).
(f) Subsection 2.03(d) is deleted in its entirety and replaced with
the following:
"(d) For the purpose of satisfying the reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the
Company shall (or shall cause each Subservicer and Third-Party Originator
to) (i) provide prompt notice to the Purchaser, any Master Servicer and any
Depositor in writing of (a) any material litigation or governmental
proceedings involving the Company, any Subservicer or any Third-Party
Originator and (b) any affiliations or relationships that develop following
the closing date of a Securitization Transaction between the Company, any
Subservicer or any Third-Party Originator and any of the parties specified
in clause (D) of paragraph (a) of this Section (and any other parties
identified in writing by the requesting party) with respect to such
Securitization Transaction, (c) any Event of Default under the terms of
this Agreement or any Reconstitution Agreement, (D) any merger,
consolidation or sale of substantially all of the assets of the Company,
and (E) the Company's entry into an agreement with a Subservicer or
Subcontractor to perform or assist in the performance of any of the
Company's obligations under this Agreement or
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any Reconstitution Agreement, and (ii) provide to the Purchaser and any
Depositor a description of such proceedings, affiliations or
relationships."
(g) The phrase ", any Master Servicer" is hereby inserted immediately
following the words "provide to the Purchaser" in Section 2.03(e).
(h) [Reserved].
(i) The words "participants in secondary market transactions" in
Subsection 2.05(a)(i) are hereby replaced with the words "the Purchaser, such
Master Servicer and such Depositor".
(j) The words "specified on Exhibit B hereto" are hereby added to the
end of Subsection 2.05(a)(i).
(k) The words "participants in secondary market transactions" in
Subsection 2.05(a)(ii) are hereby replaced with the words "the Purchaser, such
Master Servicer and such Depositor".
(l) The words "if requested by the Purchaser, any Master Servicer or
any Depositor not later than February 1 of the calendar year in which such
certification is to be delivered," are hereby deleted from Subsection
2.05(a)(iv).
(m) The words "Purchaser nor any Depositor will request delivery of"
immediately following the words "Neither the" in Subsection 2.05(a) are hereby
replaced with the words "Company nor any of its Subservicers or Subcontractors
shall have to deliver".
(n) The following paragraph is hereby deleted from Subsection 2.05(a):
"None of the Purchaser, any Master Servicer nor any Depositor will request
delivery of a certification under clause (a)(iv) above unless a Depositor
or Master Servicer is required under the Exchange Act to file an annual
report on Form 10-K with respect to an issuing entity whose asset pool
includes Mortgage Loans."
(o) The first paragraph of Subsection 2.06(b) is hereby deleted in its
entirety and hereby replaced with the following:
"(b) It shall not be necessary for the Company to seek the consent of the
Purchaser, any Master Servicer or any Depositor to the utilization of any
Subcontractor. The Company shall promptly upon written request provide to
the Purchaser, any Master Servicer and any Depositor (or any designee of
the Depositor, such as an administrator) a written description (in form and
substance reasonably satisfactory to the Purchaser, such Master Servicer
and such Depositor) of the role and function of each Subcontractor utilized
by the
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Company or any Subservicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are
"participating in the servicing function" within the meaning of Item 1122
of Regulation AB as determined by the Company and (iii) which elements of
the Servicing Criteria will be addressed in assessments of compliance
provided by each Subcontractor identified pursuant to clause (ii) of this
paragraph.
(p) The Servicing Criteria To Be Addressed in Assessment of Compliance
in Exhibit B are hereby deleted in their entirety and hereby replaced with the
Sericing Criteria To Be Addressed in Assessment of Compliance attached as
Exhibit O hereto.
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EXHIBIT D
AUTHORIZED SIGNATORIES
NAME TITLE SIGNATURE
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D-1
EXHIBIT L
STANDARD LOAN LEVEL FILE LAYOUT - MASTER SERVICING
EXHIBIT 1: Layout
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
---------------------- ------------------------------------------------ ------- -------------------- ----
EACH FILE REQUIRES THE FOLLOWING FIELDS:
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 20 digits 20
group of loans.
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or 11
interest payment that a borrower is expected to dollar signs ($)
pay, P&I constant.
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
SERV_FEE_RATE The servicer's fee rate for a loan as reported 4 Max length of 6 6
by the Servicer.
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or 11
reported by the Servicer. dollar signs ($)
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or 11
Servicer. dollar signs ($)
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6
forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or 11
beginning of the processing cycle. dollar signs ($)
ACTL_END_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or 11
end of the processing cycle. dollar signs ($)
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or 11
curtailment amount, if applicable. dollar signs ($)
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or 11
curtailment amount, if applicable. dollar signs ($)
L-1
EXHIBIT 1: CONTINUED STANDARD LOAN LEVEL FILE LAYOUT
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
---------------------- ------------------------------------------------ ------- -------------------- ----
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or 11
curtailment amount, if applicable. dollar signs ($)
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or 11
the Servicer. dollar signs ($)
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
ACTION_CODE The standard FNMA numeric code used to indicate Action Code Key: 2
the default/delinquent status of a particular 15=Bankruptcy,
loan. 30=Foreclosure, ,
60=PIF,
63=Substitution,
65=Repurchase,70=REO
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or 11
reported by the Servicer. dollar signs ($)
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or 11
applicable. dollar signs ($)
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or 11
dollar signs ($)
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or 11
if applicable. dollar signs ($)
PLUS THE FOLLOWING APPLICABLE FIELDS:
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due 2 No commas(,) or 11
at the beginning of the cycle date to be passed dollar signs ($)
through to investors.
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or 11
investors at the end of a processing cycle. dollar signs ($)
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or 11
the Servicer for the current cycle -- only dollar signs ($)
applicable for Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or 11
service fee amount for the current cycle as dollar signs ($)
reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or 11
Servicer for the current reporting cycle -- dollar signs ($)
only applicable for Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or 11
service fee amount for the current reporting dollar signs ($)
cycle as reported by the Servicer -- only
applicable for Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or 11
prepays on his loan as reported by the dollar signs ($)
Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or 11
waived by the servicer. dollar signs ($)
L-2
EXHIBIT 1: CONTINUED STANDARD LOAN LEVEL FILE LAYOUT
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
---------------------- ------------------------------------------------ ------- -------------------- ----
MOD_DATE The Effective Payment Date of the Modification MM/DD/YYYY 10
for the loan.
MOD_TYPE The Modification Type. Varchar - value can 30
be alpha or numeric
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or 11
advances made by Servicer. dollar signs ($)
BREACH_FLAG Flag to indicate if the repurchase of a loan is Y=Breach 1
due to a breach of Representations and N=NO Breach
Warranties Let blank if N/A
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 20 digits 20
group of loans.
LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10
investor.
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or 11
prepays on his loan as reported by the dollar signs ($)
Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or 11
waived by the servicer. dollar signs ($)
ACTION_CODE The standard FNMA numeric code used to indicate Action Code Key: 2
the default/delinquent status of a particular 15=Bankruptcy,
loan. 30=Foreclosure, ,
60=PIF,
63=Substitution,
65=Repurchase,70=REO
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY 10
borrower's next payment is due to the Servicer,
as reported by Servicer.
L-3
EXHIBIT M
EXHIBIT: FORM OF STANDARD FILE LAYOUT - DELINQUENCY REPORTING
* The column/header names in BOLD are the minimum fields Xxxxx Fargo must
receive from every Servicer
COLUMN/HEADER NAME DESCRIPTION DECIMAL FORMAT COMMENT
------------------------------ --------------------------------------------------- ------- --------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
LOAN_NBR A unique identifier assigned to each loan by the
originator.
CLIENT_NBR Servicer Client Number
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
BORROWER_FIRST_NAME First Name of the Borrower.
BORROWER_LAST_NAME Last name of the borrower.
PROP_ADDRESS Street Name and Number of Property
PROP_STATE The state where the property located.
PROP_ZIP Zip code where the property is located.
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
M-1
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
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 2
on brokers price opinion or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
IF APPLICABLE:
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
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 ($)
MOTION_FOR_RELIEF_DATE The date the Motion for Relief was filed 10 MM/DD/YYYY
M-2
FRCLSR_BID_AMT The foreclosure sale bid amount 11 No commas(,)
or dollar
signs ($)
FRCLSR_SALE_TYPE The foreclosure sales results: REO, Third Party,
Conveyance to HUD/VA
REO_PROCEEDS The net proceeds from the sale of the REO No commas(,)
property. or dollar
signs ($)
BPO_DATE The date the BPO was done.
CURRENT_FICO The current FICO score
HAZARD_CLAIM_FILED_DATE The date the Hazard Claim was filed with the 10 MM/DD/YYYY
Hazard Insurance Company.
HAZARD_CLAIM_AMT The amount of the Hazard Insurance Claim filed. 11 No commas(,)
or dollar
signs ($)
HAZARD_CLAIM_PAID_DATE The date the Hazard Insurance Company disbursed 10 MM/DD/YYYY
the claim payment.
HAZARD_CLAIM_PAID_AMT The amount the Hazard Insurance Company paid on 11 No commas(,)
the claim. or dollar
signs ($)
ACTION_CODE Indicates loan status Number
NOD_DATE MM/DD/YYYY
NOI_DATE MM/DD/YYYY
ACTUAL_PAYMENT_PLAN_START_DATE MM/DD/YYYY
ACTUAL_PAYMENT_ PLAN_END_DATE
ACTUAL_REO_START_DATE MM/DD/YYYY
REO_SALES_PRICE Number
REALIZED_LOSS/GAIN As defined in the Servicing Agreement Number
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING
The LOSS MIT TYPE field should show the approved Loss Mitigation Code as
follows:
- ASUM- Approved Assumption
- BAP- Borrower Assistance Program
- CO- Charge Off
- DIL- Deed-in-Lieu
- FFA- Formal Forbearance Agreement
- MOD- Loan Modification
- PRE- Pre-Sale
- SS- Short Sale
- MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
M-3
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
M-4
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED
The FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as
follows:
DELINQUENCY CODE DELINQUENCY DESCRIPTION
---------------- -----------------------------------------
001 FNMA-Death of principal mortgagor
002 FNMA-Illness of principal mortgagor
003 FNMA-Illness of mortgagor's family member
004 FNMA-Death of mortgagor's family member
005 FNMA-Marital difficulties
006 FNMA-Curtailment of income
007 FNMA-Excessive Obligation
008 FNMA-Abandonment of property
009 FNMA-Distant employee transfer
011 FNMA-Property problem
012 FNMA-Inability to sell property
013 FNMA-Inability to rent property
014 FNMA-Military Service
015 FNMA-Other
016 FNMA-Unemployment
017 FNMA-Business failure
019 FNMA-Casualty loss
022 FNMA-Energy environment costs
023 FNMA-Servicing problems
026 FNMA-Payment adjustment
027 FNMA-Payment dispute
029 FNMA-Transfer of ownership pending
030 FNMA-Fraud
031 FNMA-Unable to contact borrower
INC FNMA-Incarceration
M-5
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED
The FNMA DELINQUENT STATUS CODE field should show the Status of Default as
follows:
STATUS CODE STATUS DESCRIPTION
----------- ------------------------------------------
09 Forbearance
17 Pre-foreclosure Sale Closing Plan Accepted
24 Government Seizure
26 Refinance
27 Assumption
28 Modification
29 Charge-Off
30 Third Party Sale
31 Probate
32 Military Indulgence
43 Foreclosure Started
44 Deed-in-Lieu Started
49 Assignment Completed
61 Second Lien Considerations
62 Veteran's Affairs-No Bid
63 Veteran's Affairs-Refund
64 Veteran's Affairs-Buydown
65 Chapter 7 Bankruptcy
66 Chapter 11 Bankruptcy
67 Chapter 13 Bankruptcy
M-6
EXHIBIT N
EXHIBIT: CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET
NOTE: DO NOT NET OR COMBINE ITEMS. SHOW ALL EXPENSES INDIVIDUALLY AND ALL
CREDITS AS SEPARATE LINE ITEMS. CLAIM PACKAGES ARE DUE ON THE REMITTANCE
REPORT DATE. LATE SUBMISSIONS MAY RESULT IN CLAIMS NOT BEING PASSED UNTIL
THE FOLLOWING MONTH. THE SERVICER IS RESPONSIBLE TO REMIT ALL FUNDS PENDING
LOSS APPROVAL AND /OR RESOLUTION OF ANY DISPUTED ITEMS.
1.
2. 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
N-1
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
3. 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 ( ).
N-2
EXHIBIT 3A: CALCULATION OF REALIZED LOSS/GAIN FORM 332
Prepared by: ________________________ Date: __________________________________
Phone: ______________________________ Email Address: _________________________
Servicer Loan No. Servicer Name Servicer Address
_________________________ _________________________ ________________________
XXXXX FARGO BANK, N.A. LOAN NO._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
LIQUIDATION TYPE: REO SALE 3RD PARTY SALE SHORT SALE CHARGE OFF
WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN YES NO
If "Yes", provide deficiency or cramdown amount _______________________________
LIQUIDATION AND ACQUISITION EXPENSES:
(1) Actual Unpaid Principal Balance of Mortgage Loan $_______________(1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys______________________________________ ________________(12)
HOA/Condo Fees_____________________________________ ________________(12)
___________________________________________________ ________________(12)
TOTAL EXPENSES $_______________(13)
CREDITS:
(14) Escrow Balance $_______________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________(18a)
HUD Part A
HUD Part B ________________(18b)
N-3
(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)
N-4
ESCROW DISBURSEMENT DETAIL
TYPE PERIOD OF
(TAX /INS.) DATE PAID COVERAGE TOTAL PAID BASE AMOUNT PENALTIES INTEREST
----------- --------- --------- ---------- ----------- --------- --------
N-5
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of
Subservicer] shall address, at a minimum, the criteria identified as below as
"Applicable Servicing Criteria";
SERVICING CRITERIA APPLICABLE
------------------------------------------------------------------------------------------- SERVICING
REFERENCE CRITERIA CRITERIA
---------------- ------------------------------------------------------------------------ ----------
GENERAL SERVICING CONSIDERATIONS
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or X
other triggers and events of default in accordance with the transaction
agreements.
1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, X
policies and procedures are instituted to monitor the third party's
performance and compliance with such servicing activities.
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up
servicer for the mortgage loans are maintained.
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
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.
CASH COLLECTION AND ADMINISTRATION
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial X
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.
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an X
investor are made only by authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or X
distributions, and any interest or other fees charged for such advances,
are made, reviewed and approved as specified in the transaction
agreements.
1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts X
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.
O-1
SERVICING CRITERIA APPLICABLE
------------------------------------------------------------------------------------------- SERVICING
REFERENCE CRITERIA CRITERIA
---------------- ------------------------------------------------------------------------ ----------
1122(d)(2)(v) Each custodial account is maintained at a federally insured depository X
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.
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed X
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.
INVESTOR REMITTANCES AND REPORTING
1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, [X]
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.
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with [X]
timeframes, distribution priority and other terms set forth in the
transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to [X]
the Servicer's investor records, or such other number of days specified
in the transaction agreements.
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with [X]
cancelled checks, or other form of payment, or custodial bank
statements.
O-2
SERVICING CRITERIA APPLICABLE
------------------------------------------------------------------------------------------- SERVICING
REFERENCE CRITERIA CRITERIA
---------------- ------------------------------------------------------------------------ ----------
POOL ASSET ADMINISTRATION
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required by X
the transaction agreements or related mortgage loan documents.
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by the [X]
transaction agreements
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, X
reviewed and approved in accordance with any conditions or requirements
in the transaction agreements.
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance X
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.
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's mortgage X
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.
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the
transaction agreements.
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period X
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).
O-3
SERVICING CRITERIA APPLICABLE
------------------------------------------------------------------------------------------- SERVICING
REFERENCE CRITERIA CRITERIA
---------------- ------------------------------------------------------------------------ ----------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans with X
variable rates are computed based on the related mortgage loan
documents.
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
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.
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance [X]
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.
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on [X]
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.
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two [X]
business days to the obligor's records maintained by the servicer, or
such other number of days specified in the transaction agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and X
recorded in accordance with the transaction agreements.
1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in
the transaction agreements.
O-4
[WACHOVIA MORTGAGE CORPORATION]
[NAME OF SUBSERVICER]
Date:
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By:
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Name:
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Title:
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O-5
