ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Exhibit
99.16a
EXECUTION
VERSION
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”),
dated as of October 1, 2007 is entered into among Xxxxxx Xxxxxxx Capital I
Inc.,
a Delaware corporation (the “Depositor”), Xxxxxx Xxxxxxx Mortgage Capital
Holdings LLC, successor by merger to Xxxxxx Xxxxxxx Mortgage Capital Inc.
(“MSMCH”), Wachovia Mortgage Corporation as seller (“Wachovia”
and, in such capacity, the “Seller”) and servicer (in such capacity, the
“Servicer”), and acknowledged by LaSalle Bank National
Association, as
trustee (the “Trustee”) of Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-14AR
(the “Trust”), and Xxxxx Fargo Bank, National Association, as master
servicer (or any successor master servicer, the “Master Servicer”).
RECITALS
WHEREAS
Xxxxxx Xxxxxxx Mortgage Capital Inc., the Seller and the Servicer have entered
into a certain Seller’s Purchase, Warranties and Servicing Agreement, dated as
of September 1, 2004 as amended by that certain First Amended and Restated
Seller’s Purchase, Warranties and Servicing Agreement, dated as of June 1, 2006
(the “Amended Agreement”), each as supplemented by the Amended and
Restated Regulation AB Compliance Addendum (the “Reg AB Addendum”), dated
as of April 17, 2006, (as further amended or modified to the date hereof, the
“Agreement”), pursuant to which MSMCH has acquired certain Mortgage Loans
pursuant to the terms of the Agreement and the Servicer has agreed to service
such Mortgage Loans;
WHEREAS
the Depositor has agreed, on the terms and conditions contained herein, to
purchase from MSMCH certain of the Mortgage Loans (the “Specified Mortgage
Loans”) which are subject to the provisions of the Agreement and are listed
on the mortgage loan schedule attached as Exhibit I hereto (the “Specified
Mortgage Loan Schedule”); and
WHEREAS
the Trustee, on behalf of the Trust, has agreed, on the terms and conditions
contained herein, to purchase from the Depositor the Specified Mortgage
Loans;
NOW,
THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties agree as follows:
|
1.
|
Assignment
and Assumption
|
(a) On
and as of the date hereof, MSMCH hereby sells, assigns and transfers to the
Depositor all of its right, title and interest in the Specified Mortgage Loans
and all rights and obligations related thereto as provided under the Agreement
to the extent relating to the Specified Mortgage Loans, the Depositor hereby
accepts such assignment from MSMCH (the “First Assignment and
Assumption”), and the Seller hereby acknowledges the First Assignment and
Assumption.
MSMCH
specifically reserves and does
not assign to the Depositor hereunder any and all right, title and interest
in,
to and under and all obligations of MSMCH with respect to any Mortgage Loans
subject to the Agreement which are not the Specified Mortgage
Loans.
(b) On
and as of the date hereof, immediately after giving effect to the First
Assignment and Assumption, the Depositor hereby sells, assigns and transfers
to
the Trustee, on behalf of the Trust, all of its right, title and interest in
the
Specified Mortgage Loans and all rights and obligations related thereto as
provided under the Agreement to the extent relating to the Specified Mortgage
Loans, and the Trustee, on
behalf
of
the Trust, hereby accepts such assignment from the Depositor (the “Second
Assignment and Assumption”), and the Seller hereby acknowledges the Second
Assignment and Assumption.
(c) On
and as of the date hereof, MSMCH represents and warrants to the Depositor and
the Trustee that MSMCH has not taken any action that would serve to impair
or
encumber the respective ownership interests of the Depositor and the Trustee
in
the Specified Mortgage Loans since the date of MSMCH’s acquisition of the
Specified Mortgage Loans.
|
2.
|
Recognition
of Trustee
|
(a) From
and after the date hereof, both MSMCH and the Seller shall note the transfer
of
the Specified Mortgage Loans to the Trustee, in their respective books and
records and shall recognize the Trustee, on behalf of the Trust, as of the
date
hereof, as the owner of the Specified Mortgage Loans, and Servicer shall service
the Specified Mortgage Loans for the benefit of the Trust pursuant to the
Agreement, as modified hereby, the terms of which are incorporated herein by
reference. It is the intention of the Seller, the Servicer, the Depositor,
the
Trustee and MSMCH that this Assignment shall be binding upon and inure to the
benefit of the Depositor, the Trustee and MSMCH and their respective successors
and assigns.
(b) Without
in any way limiting the foregoing, the parties confirm that this Assignment
includes the rights relating to amendments or waivers under the
Agreement. Accordingly, the right of MSMCH to consent to any
amendment of the Agreement and its rights concerning waivers as set forth in
Sections 11.02 and 8.02 of the Amended Agreement shall be exercisable, to the
extent any such amendment or waiver affects the Specified Mortgage Loans or
any
of the rights under the Agreement with respect thereto (other than the servicing
of the Specified Mortgage Loans, which shall be enforced by the Master Servicer)
by the Trustee as assignee of MSMCH.
(c) It
is expressly understood and agreed by the parties hereto that (i) this
Assignment is executed and delivered by LaSalle Bank National Association,
not
individually or personally but solely on behalf of the Trust, as the assignee,
in the exercise of the powers and authority conferred and vested in it, as
Trustee, pursuant to the Pooling and Servicing Agreement dated as of the date
hereof among the Depositor, the Master Servicer, Xxxxx Fargo Bank, National
Association, as securities administrator (the “Securities Administrator”) and
the Trustee (the “Pooling and Servicing Agreement”), (ii) each of the
representations, undertakings and agreements herein made on the part of assignee
is made and intended not as personal representations, undertakings and
agreements by LaSalle Bank National Association but is made and intended for
the
purpose of binding only the Trust, (iii) nothing herein contained shall be
construed as creating any liability for LaSalle Bank National Association,
individually or personally, to perform any covenant (either express or implied)
contained herein and (iv) under no circumstances shall LaSalle Bank National
Association be personally liable for the payment of any indebtedness or expenses
of the Trust, or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under
this
Assignment and (v) all recourse for any payment liability or other obligation
of
the assignee shall be had solely to the assets of the Trust.
2
|
3.
|
Representations
and Warranties
|
(a) The
Depositor 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 Seller or MSMCH other than those contained in the Agreement or this
Assignment.
(b) Each
of the parties hereto represents and warrants that it is duly and legally
authorized to enter into this Assignment.
(c) Each
of the Depositor, MSMCH, Seller and Servicer hereto represents and warrants
that
this Assignment has been duly authorized, executed and delivered by it and
(assuming due authorization, execution and delivery thereof by each of the
other
parties hereto) constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors’ rights generally and by general
equitable principles (regardless of whether such enforcement is considered
in a
proceeding in equity or at law).
(d) The
Seller hereby makes, as of the Closing Date (as defined in the Pooling and
Servicing Agreement referred to below), the representations and warranties
set
forth in Section 3.01 of the Agreement, to and for the benefit of the Depositor,
the Trustee and the Trust, and by this reference incorporates such
representations and warranties herein, as of such Closing Date and the Seller
hereby makes, as of the closing date (as defined in the Amended Agreement
referred to below), the representations and warranties set forth in Section
3.02
of the Amended Agreement, to and for the benefit of the Depositor, the Trustee
and the Trust, and by this reference incorporates such representations and
warranties herein, as of such closing date.
(e) The
Company hereby represents and warrants to the Assignee that, to the extent
the
Mortgage Loans will be part of a REMIC, the Servicer shall service the Mortgage
Loans and any real property acquired upon default thereof (including, without
limitation, making or permitting any modification, waiver or amendment of any
term of any Mortgage Loan) in accordance with the Agreement, but in no event
in
a manner that would (a) cause the REMIC to fail or qualify as a REMIC or (b)
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
Code,
the tax on contributions to a REMIC set forth in Section 860G(d) of the Code
and
the tax on “net income from foreclosure property” as set forth in Section
860G(c) of the Code).
4. The
Servicer hereby acknowledges that Xxxxx Fargo Bank, National Association has
been appointed as the Master Servicer of the Specified Mortgage Loans pursuant
to the Pooling and Servicing Agreement and, therefore, has the right to enforce
all obligations of the Servicer under the Agreement. Such rights will include,
without limitation, the right to terminate the Servicer under the Agreement
upon
the occurrence of an event of default thereunder, the right to receive all
remittances required to be made by the Servicer under the Agreement, the right
to receive all monthly reports and other data required to be delivered by the
Servicer under the Agreement, the right to examine the books and records of
the
Servicer, indemnification rights and the right to exercise certain rights of
consent and approval of MSMCH. The Servicer shall make all distributions under
the Agreement to the Master Servicer by wire transfer of immediately available
funds to:
Xxxxx
Fargo Bank, National Association
ABA
Number: 000-000-000
Account
Name: Corporate Trust Clearing
3
Account
number: 0000000000
For
further credit to: 53183200, MSM 2007-14AR
The
Servicer shall deliver all reports required to be delivered under the 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 2007-14AR
Telecopier:
(000) 000-0000
|
5.
|
Amendments
to the Amended Agreement
|
The
parties to this Assignment hereby agree to amend the Amended Agreement as
follows:
(a) With
respect to the Specified Mortgage Loans, “Eligible Account” shall
mean:
Any
of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company that is an Eligible Institution, 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 the Specified Mortgage Loans, “Eligible Institution” shall
mean:
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 an Eligible
Institution 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.
(c) With
respect to the Specified Mortgage Loans, “Permitted Investments” shall mean 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;
4
(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 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 (except 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;
5
(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 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 the 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
the 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.
(d) The
definition of “Remittance Date” in Section 1.01 of the Amended Agreement is
hereby amended and restated in its entirety as follows:
“Remittance
Date: The 18th day of each month (or, if such 18th day is not a
Business Day, the following Business Day).”
(e) The
definition of “Servicing Fee” in Section 1.01 of the Amended Agreement is hereby
amended and restated in its entirety as follows:
“The
Servicing Fee with respect to each Mortgage Loan for any calendar month (or
a
portion thereof) shall be 1/12 of the product of (i) the Scheduled Principal
Balance of the Mortgage Loan and (ii) the Servicing Fee Rate applicable to
such
Mortgage Loan. Such fee shall be payable monthly, computed on the
basis of the same principal amount and period respecting which any related
interest payment on a Mortgage Loan is computed.”
(f) The
definition of “Servicing Fee Rate” in Section 1.01 of the Amended Agreement is
hereby amended and restated in its entirety as follows:
6
“Servicing
Fee Rate”: With respect to the Adjustable Rate
Mortgage Loans, 0.25% per annum.”
(g) Subsection
3.02(d) of the Amended Agreement is hereby amended and restated in its entirety
as follows:
“As
of
the Closing Date, none of the Mortgage Loans are contractually past due by
more
than 30 days;”
(h) The
third paragraph of Section 4.01 of the Amended Agreement is hereby amended
by
deleting the words “and the Seller has obtained the prior written consent of the
Purchaser,” from its first sentence.
(i) Section
4.01 of the Amended Agreement is hereby further amended by inserting the
following sentence at the end of its third paragraph:
“The
Seller shall provide prior written notice to the Depositor and to the Master
Servicer of any changes it intends to make to its policies and practices related
to the modifications of Mortgage Loans prior to its implementation
thereof.”
(j) The
following paragraphs are hereby incorporated into the Amended Agreement at
the
end of Section 4.13:
“The
Seller shall prepare for and deliver to the Purchaser, or its designee, a
statement with respect to each REO Property that has been rented showing the
aggregate rental income received and all expenses incurred in connection with
the maintenance of such REO Property at such times as is necessary to enable
the
Purchaser, or its designee, to comply with the reporting requirements of the
REMIC Provisions. The net monthly rental income, if any, from such
REO Property shall be deposited in the Certificate Account no later than the
close of business on each Determination Date. The Seller shall
perform the tax reporting and withholding required by Sections 1445 and 6050J
of
the Code with respect to foreclosures and abandonments, the tax reporting
required by Section 6050H of the Code with respect to the receipt of mortgage
interest from individuals and any tax reporting required by Section 6050P of
the
Code with respect to the cancellation of indebtedness by certain financial
entities, by preparing such tax and information returns as may be required,
in
the form required, and delivering the same to the Purchaser, or its designee,
for filing.
Notwithstanding
any other provision of this Agreement, no Mortgaged Property acquired by the
Purchaser, or its designee, shall be rented (or allowed to continue to be
rented) or otherwise used for the production of income by or on behalf of the
Purchaser, or its designee, in such a manner or pursuant to any terms that
would
(i) cause such Mortgaged Property to fail to qualify as “foreclosure property”
within the meaning of section 860G(a)(8) of the Code or (ii) subject any REMIC
to the imposition of any federal, state or local income taxes on the income
earned from such Mortgaged Property under Section 860G(c) of the Code or
otherwise, unless the Seller has agreed to indemnify and hold harmless the
Purchaser, or its designee, with respect to the imposition of any such
taxes.”
(k) The
second paragraph of Section 5.01 of the Amended Agreement is hereby amended
and
restated in its entirety as follows:
“With
respect to any remittance received by the Purchaser after the Business Day
on
which such payment was due, the Seller shall pay to the Purchaser interest
on
any such late payment at an annual rate equal to the Prime Rate, adjusted as
of
the date of each change, plus two percentage points, but in no event greater
than the maximum amount permitted by applicable law. Such interest shall be
deposited in the Custodial Account by the Seller on the date such late payment
is made and shall cover the period
7
commencing
with such Business Day on which such payment was due and ending with the
Business Day on which such payment is made, both inclusive. Such interest shall
be remitted along with the distribution payable on the next succeeding
Remittance Date. The payment by the Seller of any such interest shall not be
deemed an extension of time for payment or a waiver of any Event of Default
by
the Seller.”
(l) The
first paragraph of Section 5.02 of the Amended Agreement is hereby amended and
restated in its entirety as follows:
“Not
later than the 5th Business
Day of
each month (or if such 5th day is
not a
Business Day, the Business Day next succeeding such 5th day), the
Seller
shall furnish to the Master Servicer in electronic form mortgage loan level
data
as mutually agreed upon by the Seller and the Master Servicer and the monthly
reports substantially in the form of Exhibit J attached hereto with respect
to
the Mortgage Loans and the period from but including the first day of the
preceding calendar month through but excluding the first day of such
month. The preceding sentence notwithstanding, the Purchaser and the
Seller acknowledge and agree that the purpose of reporting the information
set
forth in Exhibit IIC-1 (the “Loan Modification Information”) is to
facilitate compliance by the Purchaser with certain Rating Agency requirements,
and the Purchaser and the Seller both acknowledge that those requirements,
and
therefore what constitutes Loan Modification Information, may change over
time. The Purchaser shall not exercise its right to request delivery
of information under these provisions other than in good faith, or for purposes
other than compliance with Rating Agency requirements. The Seller
agrees to use its best efforts to deliver to the Purchaser and its designees
(including the Master Seller) all required Loan Modification Information on
a
timely basis to permit the Purchaser to comply with any related Rating Agency
requirements. To the extent that, as of any date that the Seller
would be required to deliver it, the Seller is unable to provide any portion
of
the Loan Modification Information, the Seller hereby agrees that it will state
which portion and the reasons for its inability to provide it.”
(m) The
first paragraph of Section 5.03 of the Amended Agreement is hereby amended
and
restated in its entirety as follows:
“Not
later than the close of business on the Business Day preceding each Remittance
Date, the Seller shall either (a) deposit in the Custodial Account from its
own
funds an amount equal to the principal and interest portion of all Monthly
Payments (with interest adjusted to the Mortgage Loan Remittance Rate) which
were due on the Mortgage Loans during the applicable Due Period and which were
delinquent at the close of business on the immediately preceding Determination
Date or which were deferred pursuant to Section 4.01, (b) cause to be
made an appropriate entry in the records of the Custodial Account that amounts
held for future distribution have been, as permitted by this Section 5.03,
used by the Seller in discharge of any such Monthly Advance or (c) make
Monthly Advances in the form of any combination of (a) or (b) aggregating the
total amount of Monthly Advances to be made, whether or not deferred pursuant
to
Section 4.01, which were due on a Mortgage Loan on the immediately preceding
Due
Date and delinquent at the close of business on the related Determination
Date.”
(n) Section
6.04 and Section 6.05 are hereby deleted from the Amended Agreement, it being
understood that they are superseded by Section 2.04 and Section 2.05,
respectively, of the Reg AB Addendum.
(o) The
second sentence in Section 8.01 of the Amended Agreement is hereby replaced
by
the following:
“On
or after the receipt by the Seller
of such written notice of termination, all authority and power of the Seller,
as
servicer, under this Agreement, whether with respect to the Mortgage Loans
or
otherwise, shall pass to and be vested in the successor appointed pursuant
to
Section 11.01.”
8
(p) The
word “or” is deleted from the end of Section 8.01(vii), the word “or” is added
at the end of Section 8.01(viii) and the following paragraph is hereby
incorporated into the Amended Agreement as new Section 8.01(ix):
“(ix) failure
by the Seller to duly perform, within the required time period, its obligations
under Section 2.04 and Section 2.05 of the Reg AB Addendum which failure
continues unremedied for a period of fourteen (14) days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Seller by any party to this Agreement or by any master
servicer responsible for master servicing the Mortgage Loans pursuant to a
securitization of such Mortgage Loans;”
(q) The
following paragraph is hereby incorporated into the Amended Agreement as new
Section 11.19:
“Third
Party
Beneficiary. For purposes of this Agreement, including but not
limited to Section 2.04 and Section 2.05, respectively, of the Reg AB Addendum,
any Master Servicer shall be considered a third party beneficiary to this
Agreement (including the Reg AB Addendum and any other amendments or
modifications thereto) entitled to all the rights and benefits accruing to
any
Master Servicer herein as if it were a direct party to this
Agreement.”
(r) Exhibit
J to the Amended Agreement is hereby replaced in its entirety with the Amended
and Restated Exhibit J attached to this Assignment as Exhibit II.
|
6.
|
Amendments
to the Reg AB Addendum
|
(a) Section
2.03(h) of the Reg AB Addendum is amended to also require that written notice
provided pursuant to Section 2.03(f) shall be given in the form of Exhibit
C.
(b) The
phrase “March 1, but in no event
later than” is hereby deleted from the first line of each of Section 2.04
and Section 2.05 of the Reg AB Addendum. In addition, the following
text is added to each of Section 2.04 and Section 2.05 of the Reg AB
Addendum:
“The
obligations of the Seller under this Section apply to the Seller for any year
in
which the Seller during the prior calendar year (or any portion thereof)
serviced a Mortgage Loan pursuant to this Agreement, whether or not the Seller
is acting as the servicer at the time such statement is required to be
delivered.”
(c) Section
2.06(b) of the Reg AB Addendum is amended as follows:
1. The
first paragraph of Section 2.06(b) is amended to insert the phrase “, the Master
Servicer, if any” after each occurrence of the phrase “the
Purchaser”.
2. The
last sentence of the second paragraph of Section 2.06(b) is amended to insert
the phrase “and the other certifications” after the phrase “any assessment of
compliance and attestation”.
(d) Section
2.07(a) of the Reg AB Addendum is amended as follows:
1. The
phrase “including but not limited to any Master Servicer” is inserted before the
phrase “responsible for the preparation,”.
9
2. The
clause “, affiliates” is inserted before the words “and agents of each of the
foregoing”.
(e) Section
2.07(b)(ii) of the Reg AB Addendum is amended to delete the phrase “which
continues unremedied for ten
calendar days after the date on which such information, report, certification
or
accountants’ letter was required to be delivered”.
(f) Exhibit
B to the Reg AB Addendum is replaced by Exhibit III hereto.
(g) Exhibit
C to the Reg AB Addendum is replaced by Exhibit IV hereto.
|
7.
|
Continuing
Effect
|
Except
as
contemplated hereby, the Agreement shall remain in full force and effect in
accordance with its terms.
|
8.
|
Governing
Law
|
This
Assignment and the rights and obligations hereunder shall be governed by and
construed in accordance with the internal laws of the State of New
York.
|
9.
|
Notices
|
Any
notices or other communications permitted or required under the Agreement to
be
made to the Depositor, MSMCH, the Seller, the Servicer and the Trustee shall
be
made in accordance with the terms of the Agreement and shall be sent as
follows:
In
the
case of MSMCH:
Xxxxxx
Xxxxxxx Mortgage Capital Holdings LLC.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-14AR
With
a
copy to:
Xxxxxx
Xxxxxxx & Co. Incorporated
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
General Counsel’s Office
In
the
case of the Depositor:
Xxxxxx
Xxxxxxx Capital I Inc.
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-14AR
10
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 2007-14AR
In
the
case of Wachovia and the Servicer:
Wachovia
Mortgage Corporation
000
Xxxxx
Xxxxx Xxxxxx
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx
Xxxxxx
With
a
copy to:
Wachovia
Mortgage Corporation
0000
Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxxx,
Xxxxx Xxxxxxxx 00000
Attention: Xxx
Xxxxxx
or
to
such other address as may hereafter be furnished by the Depositor and the
Trustee to the parties in accordance with the provisions of the
Agreement.
|
10.
|
Ratification
|
Except
as
modified and expressly amended by this Assignment, the Agreement is in all
respects ratified and confirmed, and all terms, provisions and conditions
thereof shall be and remain in full force and effect.
|
11.
|
Counterparts
|
This
Assignment may be executed in counterparts, each of which when so executed
shall
be deemed to be an original and all of which when taken together shall
constitute one and the same instrument.
|
12.
|
Definitions
|
Any
capitalized term used but not defined in this Assignment has the same meaning
as
in the Agreement.
[SIGNATURE
PAGE FOLLOWS]
11
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment the day and
year 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 | |||
WACHOVIA
MORTGAGE CORPORATION
|
|||
|
|||
|
By:
|
/s/ Xxxxxx X. Xxxxxx | |
Name: Xxxxxx X. Xxxxxx | |||
Title: 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 2007-14AR
By:
/s/ Xxxx
Xxxxx
Name:
Xxxx Xxxxx
Title:
Vice President
EXHIBIT
I
Mortgage
Loan Schedule
[see
Schedule A to Pooling and Servicing Agreement]
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
|
|
|
||
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
|
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
|
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
|
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
|
Exhibit IIC:Standard File Layout – Master Servicing |
Exhibit
1: Layout
|
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
Each
file requires the following fields:
|
|
|
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of 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 ($)
|
11
|
Exhibit
1:Continued
|
Standard
Loan Level File Layout
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Plus
the following applicable fields:
|
|
|
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as reported
by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Exhibit
1: Continued
|
Standard
Loan Level File Layout
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
BREACH_FLAG
|
Flag
to indicate if the repurchase of a loan is due to a breach of
Representations and Warranties
|
|
Y=Breach
N=NO
Breach
Let
blank if N/A
|
1
|
Exhibit
2: Monthly Summary Report by Single Investor
MONTHLY
SUMMARY REPORT
For
Month
Ended: mm/dd/yyyy
|
Servicer
Name: __________________________________
|
Prepared by: ___________________________________________________
|
Investor
Nbr: ___________________________________
|
Section
1. Remittance and Ending Balances – Required
Data
Beginning
Loan
Count
|
Ending
Loan
Count
|
Total
Monthly
Remittance
Amo.
|
Total
Ending Unpaid
Principal
Balance
|
Total
Monthly Principal Balance
|
0
|
0
|
$0.00
|
$0.00
|
$0.00
|
Principal
Calculation
|
||
1.
|
Monthly
Principal Due
|
+
$0.00
|
2.
|
Current
Curtailments
|
+
$0.00
|
3.
|
Liquidations
|
+
$0.00
|
4.
|
Other
(attach explanation)
|
+
$0.00
|
5.
|
Principal
Due
|
$0.00
|
6.
|
Interest
(reported “gross”)
|
+
$0.00
|
7.
|
Interest
Adjustments on Curtailments
|
+
$0.00
|
8.
|
Servicing
Fees
|
−
$0.00
|
9.
|
Other
Interest (attach explanation)
|
+
$0.00
|
10.
|
Interest
Due (need
to subtract ser fee)
|
$0.00
|
Remittance
Calculation
|
||
11.
|
Total
Principal and Interest Due (lines 5+10)
|
+
$0.00
|
12.
|
Reimbursement
of Non-Recoverable Advances
|
−
$0.00
|
13.
|
Total
Realized Gains
|
+
$0.00
|
14.
|
Total
Realized Losses
|
−
$0.00
|
15.
|
Total
Prepayment Penalties
|
+
$0.00
|
16.
|
Total
Non-Supported Compensating Interest
|
−
$0.00
|
17.
|
Other
(attach explanation)
|
$0.00
|
18.
|
Net
Funds Due on or before Remittance Date
|
$
$0.00
|
Section
2. Delinquency Report – Optional Data for Loan
Accounting
|
|||||||
Installments
Delinquent
|
|||||||
Total
No.
of
Loans
|
Total
No.
of
Delinquencies
|
30-
Days
|
60-
Days
|
90
or more
Days
|
In
Foreclosure
(Optional)
|
Real
Estate
Owned
(Optional)
|
Total
Dollar
Amount
of
Delinquencies
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
Section
3. REG AB Summary Reporting – REPORT ALL APPLICABLE
FIELDS
|
||
REG
XX XXXXXX
|
Loan
Count
|
Balance
|
Prepayment
Penalty Amt
|
0
|
$0.00
|
Prepayment
Penalty Amt Waived
|
0
|
$0.00
|
Delinquency
P&I Amount
|
0
|
$0.00
|
Exhibit
IIC-1:Standard
File Layout –
Loan
Modifications
|
With
respect to each Mortgage Loan that has been modified during the related Due
Period, this report shall also include, in a form mutually acceptable to the
Seller and the Master Servicer, the following information:
1. The
number of Mortgage Loans that had loan modifications;
2. The
date of each loan modification; and
3. The
amount of principal and interest forgiveness with respect to each loan
modification.
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.
(h)
(i) 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.
|
(j) Credits:
14-21.
|
Complete
as applicable. Required
documentation:
|
*
Copy of
the HUD 1 from the REO sale. If a 3rd Party Sale,
bid
instructions and Escrow
Agent / Attorney
Letter
of Proceeds Breakdown.
* Copy
of EOB for any MI or gov't guarantee
* All
other credits need to be clearly defined on the 332
form
|
22.
|
The
total of lines 14 through 21.
|
Please
Note:
|
For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line
(18b)
for Part B/Supplemental proceeds.
|
Total
Realized Loss (or Amount of Any Gain)
|
23.
|
The
total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis
( ).
|
Exhibit
IIE:Calculation of Realized Loss/Gain Form
332
|
Prepared
by: __________________ Date: _______________
Phone: ______________________ Email
Address:_____________________
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO
Sale
3rd Party
Sale Short
Sale Charge
Off
Was
this loan granted a Bankruptcy deficiency or
cramdown Yes No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
Liquidation
and Acquisition Expenses:
(1) Actual
Unpaid Principal Balance of Mortgage
Loan $
______________(1)
(2) Interest
accrued at Net
Rate ________________(2)
(3) Accrued
Servicing
Fees
________________(3)
(4) Attorney's
Fees
_______________ (4)
(5) Taxes
(see page
2)
________________(5)
(6) Property
Maintenance
________________(6)
(7) MI/Hazard
Insurance Premiums (see page
2)
________________(7)
(8) Utility
Expenses
________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property
Inspections
_______________(10)
(11) FC
Costs/Other Legal
Expenses
________________(11)
(12) Other
(itemize) _______________ (12)
Cash
for
Keys__________________________ ________________(12)
HOA/Condo
Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total
Expenses
$
_______________(13)
Credits:
(14) Escrow
Balance
$
_______________(14)
(15) HIP
Refund
________________(15)
(16) Rental
Receipts
________________(16)
(17) Hazard
Loss
Proceeds
________________(17)
(18) Primary
Mortgage Insurance / Gov’t
Insurance ________________(18a)
HUD Part A
________________ (18b)
HUD Part B
(19) Pool
Insurance
Proceeds
________________(19)
(20) Proceeds
from Sale of Acquired
Property
________________(20)
(21) Other
(itemize) _________________(21)
_________________________________________ _________________(21)
Total
Credits $________________(22)
Total
Realized Loss (or Amount of
Gain)
$________________(23)
|
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
EXHIBIT
III
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”;
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
Reference
|
Criteria
|
|
General
Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
Cash
Collection and Administration
|
||
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
Reference
|
Criteria
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For
purposes of this criterion, “federally insured depository institution”
with respect to a foreign financial institution means a foreign financial
institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded
so as to prevent unauthorized access.
|
X
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically
accurate; (B) prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction
agreements;
(C) reviewed and approved by someone other than the person who prepared
the reconciliation; and (D) contain explanations for reconciling
items. These reconciling items are resolved within 90 calendar
days of their original identification, or such other number
of
days
specified in the transaction agreements.
|
X
|
|
Investor
Remittances and Reporting
|
|||
1122(d)(3)(i)(A)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A)
are prepared in accordance with timeframes and other terms set
forth in the transaction agreements;
|
X1
|
|
1122(d)(3)(i)(B)
|
(B)
provide information calculated in accordance with the terms specified
in
the transaction agreements;
|
X2
|
|
1122(d)(3)(i)(C)
|
(C)
are filed with the Commission as required by its rules and regulations;
and
|
||
1122(d)(3)(i)(D)
|
(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.
|
X1
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X2
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X3
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
Reference
|
Criteria
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X1
|
|
Pool
Asset Administration
|
|||
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements.
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow)
in
accordance
with the related mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s mortgage loans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly
basis, or such other period specified in the transaction agreements,
and
describe the entity’s activities in monitoring delinquent mortgage loans
including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g., illness
or
unemployment).
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
Reference
|
Criteria
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor’s mortgage loan documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest
on such
funds is paid, or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds are returned
to
the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
1 Wachovia
has
determined for purposes of assessing the servicing criteria listed in Items
1122(d)(3)(i)-(iv) that, pursuant to the Securities and Exchange Commission
Telephone Interpretation 11.03, the term "investor" as used in those Items
pertains to the entity to which Wachovia provides the applicable information
(i.e., Master Servicer, Trustee, etc.) and does not include certificate and
bondholders. Consequently, the information regarding such Items
provided herein relates to Wachovia's provision of such information to the
entity who ultimately disseminates such information to the
investors.
2 Wachovia
has determined for purposes of assessing the servicing criteria listed in Items
1122(d)(3)(i)-(iv) that, pursuant to the Securities and Exchange Commission
Telephone Interpretation 11.03, the term "investor" as used in those Items
pertains to the entity to which Wachovia provides the applicable information
(i.e., Master Servicer, Trustee, etc.) and does not include
certificate
and bondholders. Consequently, the information regarding such Items
provided herein relates to Wachovia's provision of such information to the
entity who ultimately disseminates such information to the investors in
accordance with their respective transaction agreements.
3 Wachovia
has determined for purposes of assessing the servicing criteria listed in Items
1122(d)(3)(i)-(iv) that, pursuant to the Securities and Exchange Commission
Telephone Interpretation 11.03, the term "investor" as used in those Items
pertains to the entity to which Wachovia provides the applicable information
(i.e., Master Servicer, Trustee, etc.) and does not include certificate and
bondholders. Consequently, the information regarding such Items
provided herein relates to Wachovia's provision and posting of such information
to the entity who ultimately disseminates such information to the
investors.
[WACHOVIA
MORTGAGE
CORPORATION] [NAME OF SUBSERVICER]
Date:
____________________________________________________
By: ______________________________________________________
Name:
Title:
EXHIBIT
IV
Additional
Disclosure Notification
Xxxxx
Fargo Bank, N.A. as [Securities Administrator and Master Servicer]
9000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Fax:
(000) 000-0000
E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate
Trust Services – MSM [deal number] - SEC REPORT PROCESSING
RE: **Additional
Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section
[2.03(d)][2.03(e)][2.03(f)] of the Amended and Restated Regulation AB Compliance
Addendum, dated as of April 17, 2006, as amended by the Assignment, Assumption
and Recognition Agreement dated as of [date] among Xxxxxx Xxxxxxx Capital I
Inc., as Depositor, Wachovia Mortgage Corporation, Xxxxx Fargo Bank, National
Association, as Master Servicer, and LaSalle Bank National Association as
Trustee, the Undersigned hereby notifies you that certain events have come
to
our attention that [will][may] need to be disclosed on Form [ ].
Description
of Additional Form [ ] Disclosure:
List
of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any
inquiries related to this
notification should be directed to [ ], phone
number: [ ]; email
address: [ ].
[NAME
OF PARTY]
as
[role]
By:
__________________
Name:
Title:
___________________________