EX-99.22 30 v077621_ex99-22.htm
EXECUTION

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”) made as of the 1st day of May 2007, among PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), as servicer (the “Servicer”) and seller (the “Seller”), Deutsche Bank National Trust Company, not in its individual capacity, but solely as trustee on behalf of GSR Mortgage Loan Trust 2007-AR2 (the “Assignee”), GS Mortgage Securities Corp., a Delaware corporation, as assignor (the “Assignor”), and is acknowledged by Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”).

RECITALS

WHEREAS Goldman Sachs Mortgage Company (“GSMC”) and the Seller have entered into a certain Second Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of May 1, 2006, as amended by Amendment No. 1, dated August 1, 2006, and Amendment No. 2, dated September 1, 2006 (the “Sale and Servicing Agreement”) and the related Purchase, Price and Terms Letter dated as of July 26, 2006 (the “PPTL”), pursuant to which GSMC has acquired certain Mortgage Loans pursuant to the terms of the Sale and Servicing Agreement and the Servicer has agreed to service such Mortgage Loans;
 
WHEREAS, GSMC, the Assignor and the Servicer have entered into an Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, pursuant to which GSMC assigned its right title and interest in and to the Mortgage Loans (as defined below) and the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans, to the Assignor (the “GSMC Assignment Agreement”);

WHEREAS, the Assignee has agreed on certain terms and conditions to purchase from the Assignor the mortgage loans it acquired from GSMC, each of which is subject to the provisions of the Sale and Servicing Agreement and is listed on the mortgage loan schedule attached as Exhibit 1 hereto (the “Mortgage Loans”);

WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated as of May 1, 2007 (the “Trust Agreement”), between the Assignor, as depositor, Deutsche Bank National Trust Company, as trustee (the “Trustee”), Wells Fargo Bank, N.A., as securities administrator and Master Servicer, and each of Wells Fargo Bank, N.A. and Deutsche Bank National Trust Company as custodians, the Assignor will transfer the Mortgage Loans to the Assignee, together with the Assignor’s rights in the Sale and Servicing Agreement; and

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) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans, and the Assignee hereby assumes all of the Assignor’s rights, title and obligations under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereof; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the Sale and Servicing Agreement arising prior to the date hereof. The Assignor shall remain liable for all such liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. The Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement or the GSMC Assignment Agreement from and after the date hereof, to the extent relating to the Mortgage Loans.

 
(b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would operate to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Sale and Servicing Agreement and the PPTL.
 
(c) The Seller and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement or the PPTL without the joinder of the Assignee with respect to mortgage loans serviced under the Sale and Servicing Agreement but not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

(d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the PPTL, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the PPTL (to the extent required by the terms of each PPTL).
 
(e) Notwithstanding any provision of the PPTL to the contrary, in the event any Mortgage Loan is repurchased by the Seller pursuant to any early payment default or first payment default provisions of the PPTL, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer (so long as PHH is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as PHH is not the servicer) or the Assignee, including without limitation costs and expenses incurred in the enforcement of the Seller’s repurchase obligation under the PPTL. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any PPTL is not being sold or assigned hereunder and is being retained by the Assignor.
 
(f) The Trust (including the Assignee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the PPTL including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Seller thereunder insofar as they relate to the Mortgage Loans.

 
2. Accuracy of the Sale and Servicing Agreement. The Seller and the Assignor represent and warrant to the Assignee that (i) attached hereto as Exhibit 2 is a true, accurate and complete copy of the Sale and Servicing Agreement, (ii) the Sale and Servicing Agreement and the PPTL are in full force and effect as of the date hereof, (iii) the Sale and Servicing Agreement and the PPTL have not been amended or modified in any respect, other than by any amendment described in the recitals hereto and appended to the Sale and Servicing Agreement and (iv) no notice of termination has been given to the Servicer under the Sale and Servicing Agreement or the PPTL. The Seller, in its capacity as seller and/or servicer under the Sale and Servicing Agreement, further represents and warrants that the representations and warranties contained in Sections 3.01 and 3.02 of the Sale and Servicing Agreement are true and correct as of the Closing Date (as defined in the Trust Agreement).

3. Recognition of Assignee; Recognition of Master Servicer. (a) From and after the date hereof, (i) the Assignor shall note the transfer of the Mortgage Loans to the Assignee in its books and records, (ii) shall recognize the Assignee as the owner of the Mortgage Loans and (iii) the Servicer shall, subject to clause (b) below, service the Mortgage Loans for the benefit of the Assignee pursuant to the Sale and Servicing Agreement. It is the intention of the Assignor, the Servicer and the Assignee through the execution of this Agreement that the Sale and Servicing Agreement shall be binding upon, and inure to the benefit of, the Assignee and its successors and assigns.

(b) The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Sale and Servicing Agreement) will be subject to the supervision of the Master Servicer (except that the Master Servicer shall not be responsible for supervising the servicing of defaulted Mortgage Loans and REO Properties) and that the Master Servicer, acting on behalf of the Assignee as the owner of the Mortgage Loans, shall have the same rights as were assigned by GSMC, in its capacity as the original purchaser under the Sale and Servicing Agreement, to the Assignor under the GSMC Assignment Agreement, and further assigned by the Assignor to the Assignee, on behalf of the Trust, hereunder. Such rights will include, without limitation, the right to terminate the Servicer under the Sale and Servicing 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 Sale and Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Sale and Servicing Agreement, indemnification rights and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer.

(c) All reports, notices and other written information required to be delivered to the Assignee, as the successor in interest to GSMC and the Assignor under the Sale and Servicing Agreement, shall also be delivered to the Master Servicer at the address set forth in Section 9 hereof, provided, however, that any reports required to be delivered under the Sale and Servicing Agreement (as modified hereby) shall be transmitted by magnetic tape, electronic mail, or other similar media mutually acceptable to the Master Servicer and Servicer. All remittances required to be made to the Assignee, as the successor in interest to GSMC and the Assignor under the Sale and Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account:


Wells Fargo Bank, N.A.
ABA# 121000248
For credit to: SAS Clearing
Acct #: 3970771416
FFC to: GSR 2007-AR2 Acct# 53151000

Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, not later than the tenth calendar day of each month (or if such tenth calendar day is not a Business Day, the immediately succeeding Business Day), the Servicer shall furnish to the Master Servicer (i)(a) monthly loan data in the form of Exhibit 5 hereto or another mutually agreed-upon format and content, (b) default loan data in the mutually agreed upon format and content set forth in Exhibit 6 hereto, or another mutually agreed-upon format and content, and (c) information regarding the realized losses and gains in the mutually agreed upon format and content set forth in Exhibit 3 and Exhibit 4 hereto, or another mutually agreed-upon format and content, in each case relating to the period ending on the last day of the preceding calendar month and (ii) all supporting documentation with respect to the information required under the preceding paragraph.
 
4. Representations and Warranties of the Assignee. The Assignee hereby represents and warrants as follows:

(a) Authority. The Assignee is duly and legally authorized to enter into this Agreement and to perform its obligations hereunder and under the Sale and Servicing Agreement and the PPTL.

(b) Enforceability. This Agreement has been duly authorized, executed and delivered by the Assignee and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceed-ing in equity or at law).

5. Representations and Warranties of the Assignor. The Assignor hereby represents and warrants as of the date hereof, unless otherwise stated below, as follows:

(a) Organization. The Assignor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement, the PPTL and this Agreement.


(b) Enforceability. This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.
 
(c) No Consent. The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof.

(d) Authorization; No Breach. The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions herein contemplated, nor compliance by the Assignor with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound.

(e) Actions; Procedures. There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement.

(f) Prior Assignments; Pledges. As of May 24, 2007, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein.

(g) Releases. As of May 24, 2007, the Assignor has not satisfied, cancelled, or subordinated in whole or in part, or rescinded any Mortgage, and the Assignor has not released any Mortgaged Property from the lien of the related Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement or other agreement approved by the related Federal Insurer, to the extent such approval was required.

(h) Mortgage Loans. With respect to each Mortgage Loan, the representations and warranties contained in Section 3.03 of the Sale and Servicing Agreement, to the extent they relate to matters arising on or after the related Closing Date (as defined in the applicable Sale and Servicing Agreement), are true and correct as of May 24, 2007. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 3.03 of the applicable Sale and Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to May 1, 2007, (ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to May 24, 2007.

 
(i) Predatory Lending. As of May 24, 2007, each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; and none of the Mortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable federal, state or local predatory or abusive lending law. 
 
(j) No High Cost or Covered Loans. No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees), and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.
 
It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive the sale of the Mortgage Loans to the Assignee and the delivery of the respective Mortgage Files to the Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer or the Assignee of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties to this Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 below to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 5.
 
6. Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty, or covenant under this Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 60 days from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect, such cure or repurchase must take place within 45 days of the Defect Discovery Date.


Except as specifically set forth herein, the Assignor shall have no responsibility to enforce any provision of this Agreement, to oversee compliance hereof, or to take notice of any breach or default thereof.

7. Amendment of the Sale and Servicing Agreement. In connection with the transfer of the Mortgage Loans hereunder, the Servicer agrees that, from and after the date hereof, each Mortgage Loan transferred hereunder will be subject to, and serviced under, the Sale and Servicing Agreement, provided that, solely with respect to the Mortgage Loans transferred hereunder, the following modifications shall be made:
 
(a) The definition of “Business Day” shall be replaced with the following: “Any day other than (i) a Saturday or Sunday, (ii) a day on which the Federal Reserve is closed or (iii) a day on which banking and savings and loan institutions in the states where the parties are located and Maryland and Minnesota are authorized or obligated by law or executive order to be closed.”

(b) In Section 6.2 of the Sale and Servicing Agreement, the words “5th calendar day” shall be replaced with the words “10th calendar day.”

(c) Sections 7.04, 7.05 and 7.07 shall be deleted and replaced with:
 
[RESERVED]

(d) Sections 13.4 and 13.5(a) shall be amended by replacing the phrase “commencing in 2007” with the phrase “commencing in 2008”.

(e) Exhibit 13 of the Sale and Servicing Agreement shall be replaced with Exhibit 7 hereto.
 
For the avoidance of doubt, the Sale and Servicing Agreement is not hereby amended with respect to any other mortgage loans serviced thereunder and shall remain in full force and effect in accordance with its terms with respect to such other mortgage loans.
 
8. Continuing Effect. Except as contemplated hereby, the Sale and Servicing Agreement shall remain in full force and effect in accordance with its respective terms.

9. Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF SUCH PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

10. Notices. Any notices or other communications permitted or required hereunder or under the Sale and Servicing Agreement shall be in writing and shall be deemed conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt requested or transmitted by facsimile and confirmed by a similar mailed writing, to:

 
(a)
in the case of the Servicer and Seller,

PHH Mortgage Corporation
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
Attention: Deb Rocchi
Telephone: (856) 917-8163
Facsimile: (856) 917-8321
or such address as may hereafter be furnished by the Servicer;

 
(b)
in the case of the Assignee,

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705
Attention: GSR 2007-AR2
Telephone: (714) 247-6000
Facsimile: (714) 247-6478

or such other address as may hereafter be furnished by the Assignee,

 
(c)
in the case of the Assignor,

GS Mortgage Securities Corp.
85 Broad Street
New York, New York 10004
Attention: Anton Kuzmanov
Facsimile: (212) 902-3000

or such other address as may hereafter be furnished by the Assignor, and





 
(d)
in the case of the Master Servicer,

Wells Fargo Bank, N.A.
P.O. Box 98
Columbia, Maryland 21046
Attn: Client Services Manager (GSR 2007-AR2)
(or in the case of overnight deliveries,
9062 Old Annapolis Road
Columbia, Maryland 21045)
Telephone: (410) 884-2000
Facsimile: (410) 715-2380
 
or such other address as may hereafter be furnished by the Master Servicer.

11. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

12. Definitions. Any capitalized term used but not defined in this Agreement has the meaning assigned thereto in the Sale and Servicing Agreement.

13. Trustee Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Assignment Agreement is executed by the Trustee: (i) this Assignment Agreement is executed and delivered by Deutsche Bank National Trust Company, not individually or personally but solely as Assignee on behalf of the GSR Mortgage Loan Trust 2007-AR2 (the “Trust”), in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements by Deutsche Bank National Trust Company, is made and intended for the purpose of binding only the GSR Mortgage Loan Trust 2007-AR2, (iii) nothing herein shall be construed as creating any liability on the part of Deutsche Bank National Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and such waiver shall bind any third party making a claim by or through one of the parties hereto, and (iv) under no circumstances shall Deutsche Bank National Trust Company be personally liable for the payment of any indebtedness or expenses (including but not limited to any amounts to be paid under the Purchase and Servicing Agreements) 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 Agreement, the GSMC Assignment Agreement, the Sale and Servicing Agreement or any related document.

14. Third Party Beneficiary. The Master Servicer shall be considered a Third-Party Beneficiary to this Assignment entitled to all rights and benefits hereof as if it were a direct party to this Assignment.
 






[SIGNATURE PAGE FOLLOWS]
 
 
 
 




IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

ASSIGNEE:
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Trustee on behalf of GSR Mortgage Loan Trust 2007-AR2, as Assignee
 


By:  /s/ Manuel Rivas            
Name: Manuel Rivas
Title: Authorized Signer


ASSIGNOR:
GS MORTGAGE SECURITIES CORP.


By:  /s/ Michelle Gill              
Name: Michelle Gill
Title: Vice President


SERVICER AND SELLER:
PHH MORTGAGE CORPORATION
 
By:  /s/ Karen Collins              
Name: Karen Collins
Title: Asst. Vice President


Acknowledged by:

MASTER SERVICER:
WELLS FARGO BANK, N.A.


By:  /s/ Martin Reed            
Name: Martin Reed
Title: Vice President



EXHIBIT 1


MORTGAGE LOAN SCHEDULE








EXHIBIT 2


SALE AND SERVICING AGREEMENT

 
 



 
EXHIBIT 3
 
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages are due on the remittance report date. Late submissions may result in claims not being passed until the following month. The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
 
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
 
1.
The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
 
 
2.
The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
 
3.
Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
 
4-12.
Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses -  copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer Certificate 
* Unusual or extraordinary items may require further documentation.
 
13.
The total of lines 1 through 12.
 
Credits:
 
14-21.
Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form            
 
 
22.
The total of lines 14 through 21.
 


 
 
 
Please Note:
For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.
 
Total Realized Loss (or Amount of Any Gain)
 
 
23.
The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis ( ).
 

 



 
EXHIBIT 4
 
Calculation of Realized Loss/Gain Form 332
 
WELLS FARGO BANK, N.A.
CALCULATION OF REALIZED LOSS/GAIN
 
Prepared by: __________________                               Date: _______________
Phone: ______________________     Email Address:_____________________
 
 
 
 
 
 
Servicer Loan No.
 
Servicer Name
 
Servicer Address
 
 
WELLS 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)
 
4-1

 
(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)

4-2


Escrow Disbursement Detail


Type
(Tax /Ins.)
Date Paid
Period of
Coverage
Total Paid
Base
Amount
Penalties
Interest
 
 
           
 
 
           
 
 
           
 
 
           
 
 
           
 
 
           
 
 
           
 
 
           

 



 
EXHIBIT 5
 
Standard File Layout - Scheduled/Scheduled
 
 
Standard Loan Level File Layout - Master Servicing
 
 
 
   
 
 
 
Column Name
Description
Decimal
Format Comment
Max Size
Each file requires the following fields:
 
 
 
SER_INVESTOR_NBR
A value assigned by the Servicer to define a group of loans.
 
Text up to 20 digits
20
LOAN_NBR
A unique identifier assigned to each loan by the investor.
 
Text up to 10 digits
10
SERVICER_LOAN_NBR
A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR.
 
Text up to 10 digits
10
SCHED_PAY_AMT
Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant.
2
No commas(,) or dollar signs ($)
11
NOTE_INT_RATE
The loan interest rate as reported by the Servicer.
4
Max length of 6
6
NET_INT_RATE
The loan gross interest rate less the service fee rate as reported by the Servicer.
4
Max length of 6
6
SERV_FEE_RATE
The servicer's fee rate for a loan as reported by the Servicer.
4
Max length of 6
6
SERV_FEE_AMT
The servicer's fee amount for a loan as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
NEW_PAY_AMT
The new loan payment amount as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
NEW_LOAN_RATE
The new loan rate as reported by the Servicer.
4
Max length of 6
6
ARM_INDEX_RATE
The index the Servicer is using to calculate a forecasted rate.
4
Max length of 6
6
ACTL_BEG_PRIN_BAL
The borrower's actual principal balance at the beginning of the processing cycle.
2
No commas(,) or dollar signs ($)
11
ACTL_END_PRIN_BAL
The borrower's actual principal balance at the end of the processing cycle.
2
No commas(,) or dollar signs ($)
11
BORR_NEXT_PAY_DUE_DATE
The date at the end of processing cycle that the borrower's next payment is due to the Servicer, as reported by Servicer.
 
MM/DD/YYYY
10
SERV_CURT_AMT_1
The first curtailment amount to be applied.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_DATE_1
The curtailment date associated with the first curtailment amount.
 
MM/DD/YYYY
10
CURT_ADJ_ AMT_1
The curtailment interest on the first curtailment amount, if applicable.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_AMT_2
The second curtailment amount to be applied.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_DATE_2
The curtailment date associated with the second curtailment amount.
 
MM/DD/YYYY
10
CURT_ADJ_ AMT_2
The curtailment interest on the second curtailment amount, if applicable.
2
No commas(,) or dollar signs ($)
11
 
5-1

 
         
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, 30=Foreclosure, , 60=PIF, 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
         
Column Name
Description
Decimal
Format Comment
Max Size
 
5-2

 
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
 

 

 



5-3



 
EXHIBIT 6
 
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
 
6-1

 
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 ($)
 
6-2


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
 
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: Wells 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 Wells 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

6-3


 
The Property Condition field should show the last reported condition of the property as follows:
 
·
Damaged
 
·
Excellent
 
·
Fair
 
·
Gone
 
·
Good
 
·
Poor
 
·
Special Hazard
 
·
Unknown
 
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

Delinquency
Code
Delinquency Description
001
FNMA-Death of principal mortgagor
002
FNMA-Illness of principal mortgagor
003
FNMA-Illness of mortgagor’s family member
004
FNMA-Death of mortgagor’s family member
005
FNMA-Marital difficulties
006
FNMA-Curtailment of income
007
FNMA-Excessive Obligation
008
FNMA-Abandonment of property
009
FNMA-Distant employee transfer
011
FNMA-Property problem
012
FNMA-Inability to sell property
013
FNMA-Inability to rent property
014
FNMA-Military Service
015
FNMA-Other
016
FNMA-Unemployment
017
FNMA-Business failure
019
FNMA-Casualty loss
022
FNMA-Energy environment costs
023
FNMA-Servicing problems
026
FNMA-Payment adjustment
027
FNMA-Payment dispute
029
FNMA-Transfer of ownership pending
030
FNMA-Fraud
031
FNMA-Unable to contact borrower
INC
FNMA-Incarceration


6-4


 
The FNMA Delinquent Status Code field should show the Status of Default as follows:
 

Status Code
Status Description
09
Forbearance
17
Pre-foreclosure Sale Closing Plan Accepted
24
Government Seizure
26
Refinance
27
Assumption
28
Modification
29
Charge-Off
30
Third Party Sale
31
Probate
32
Military Indulgence
43
Foreclosure Started
44
Deed-in-Lieu Started
49
Assignment Completed
61
Second Lien Considerations
62
Veteran’s Affairs-No Bid
63
Veteran’s Affairs-Refund
64
Veteran’s Affairs-Buydown
65
Chapter 7 Bankruptcy
66
Chapter 11 Bankruptcy
67
Chapter 13 Bankruptcy
 






6-5



 
EXHIBIT 7
 
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
 
The assessment of compliance to be delivered by PHH Mortgage Corporation [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
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


7-1



Servicing Criteria
Applicable
Servicing Criteria
Reference
Criteria
 
 
Investor Remittances and Reporting
 
1122(d)(3)(i)
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
X
1122(d)(3)(ii)
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
X
1122(d)(3)(iii)
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
X
1122(d)(3)(iv)
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
X
 
Pool Asset Administration
 
1122(d)(4)(i)
Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
X
1122(d)(4)(ii)
Mortgage loan and related documents are safeguarded as required by the transaction agreements
X
1122(d)(4)(iii)
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
X
1122(d)(4)(iv)
Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
X
1122(d)(4)(v)
The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
X
1122(d)(4)(vi)
Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
X
1122(d)(4)(vii)
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
X
1122(d)(4)(viii)
Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
X
1122(d)(4)(ix)
Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
X


7-2



Servicing Criteria
Applicable
Servicing Criteria
Reference
Criteria
 
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.
 
 
 
 



7-3