ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This Assignment, Assumption and Recognition Agreement (the “AAR Agreement”) is made and entered into as of August 31, 2007 (the “Closing Date”), among DB Structured Products, Inc., having an address at 60 Wall Street, New York, New York 10005 (the “Assignor”), ACE Securities Corp., having an address at 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211 (the “Assignee”), and GMAC Mortgage, LLC, having an address at 1100 Virginia Drive, Fort Washington, Pennsylvania 19034 (the “Company” or the “Servicer”) and acknowledged and agreed to by Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”).
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans listed onAttachment 1 annexed hereto (the “Assigned Loans”), which are now serviced by the Company on behalf of the Assignor and its successors and assigns pursuant to the Servicing Agreement, dated as of April 1, 2004, between the Assignor and the Company, as amended by Amendment Number One and Amendment Number Two, each dated as of March 31, 2006, the “Servicing Agreement”), shall be sold by the Assignor to the Assignee pursuant to the Mortgage Loan Purchase Agreement, dated as of August 31, 2007 (the “MLPA”), between the Assignor and the Assignee and subject to the terms of this AAR Agreement. The Assignee intends to transfer all right, title and interest in and to the Assigned Loans to U.S. Bank National Association, as trustee (t he “Trustee”) for the holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-2 Mortgage Pass-Through Certificates (the “Certificateholders”) pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignee, as depositor, the Trustee, as trustee and Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and as securities administrator. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Servicing Agreement.
Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in, to and under the Servicing Agreement as it relates to the servicing of the Assigned Loans. Assignor specifically reserves and does not assign to Assignee any right, title and interest in, to or under the Servicing Agreement, as it relates to loans other than the Assigned Loans set forth onAttachment 1. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Section 3.01 of the Servicing Agreement and the Assignor is retaining the right to enforce the representations and warranties set forth in Article III of the Servicing Agreement against the Company.
Representations, Warranties and Covenants
Representations, Warranties and Covenants
2. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto asAttachment 2 is a true and accurate copy of the Servicing Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Servicing Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee under the MLPA, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignor’s interests, rights and obligations under the Servicing Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the Servicing Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s articles of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This AAR Ag reement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and
(g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby. Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, which would constitute a distribution of the Ass igned Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.
3. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to acquire, own and purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s articles of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignee. This AAR Ag reement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(d) Assignee agrees to be bound by all of the terms, covenants and conditions of the Servicing Agreement with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and Company all of Assignor’s obligations thereunder but solely with respect to such Assigned Loans.
4. Company warrants and represents to, and covenants with, Assignor and Assignee (unless otherwise specified) as of the date hereof:
(a) Attached hereto asAttachment 2 is a true and accurate copy of the Servicing Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Servicing Agreement;
(c) Company has full company power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company’s limited liability agreement or by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary company action on the part of Company. This AAR Agreement h as been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(d) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(e) From and after the Closing Date, the Company shall service the Assigned Loans in accordance with the terms and provisions of the Servicing Agreement, as modified by this AAR Agreement, and the Company shall establish a Custodial Account and an Escrow Account under the Servicing Agreement with respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Servicing Agreement in favor of Assignor, and shall remit collections received. The Custodial Account and Escrow Account shall be entitled “GMAC Mortgage, LLC, as Servicer in trust for Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-2”.
Recognition of Assignee.
5. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with the Servicing Agreement, as modified by this AAR Agreement, but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provis ions of the Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of the Trustee and the Master Servicer. Company hereby acknowledges that pursuant to the Pooling and Servicing Agreement, the Assignee will assign all of its rights under this AAR Agreement to the Trustee for the benefit of the Certificateholders. Company hereby acknowledges and consents to the assignment by the Assignee of all of the Assignee’s rights against the Company pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company pursuant to this AAR Agreement by the Trustee.
Modification of Servicing Agreement
6. The Company and Assignor hereby modify the Servicing Agreement with respect to the Assigned Loans as follows:
(a) The following definitions in Section 1.01 of the Servicing Agreement are hereby modified by deleting each definition in its entirety and replacing it with the following:
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a legal holiday in the States of New York, Maryland, Minnesota, Iowa or the Commonwealth of Pennsylvania, or (iii) a day on which banks in the States of New York, Iowa, Maryland or Pennsylvania are authorized or obligated by law or executive order to be closed.
Master Servicer: Wells Fargo Bank, N.A., its successors and assigns.
(b) The following definitions in Section 1.01 are added to the Servicing Agreement:
Cut-off Date: August 1, 2007
Eligible Account: An account or accounts that meets both of the following requirements:
(a) that is either (1) maintained by the Servicer with a federal or state chartered depository institution or trust company or with the Servicer, so long as such entity is rated a minimum of “A-2” (or “BBB+” or above if it has no short-term rating) by S&P; provided that within 30 calendar days of a downgrade below the minimum required rating level, the Servicer shall transfer all funds in the applicable Eligible Account to an account with an Eligible Institution that meets the requirements of clause (a)(1) of this definition or (2) maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capaci ty; and
(b) that is maintained by a Qualified Depository.
Final Recovery Determination: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property repurchased by the Servicer pursuant to this Agreement), a determination made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records, prepared by a servicing officer of the Servicer, of each Final Recovery Determination.
Report Remittance Date: Shall have the meaning assigned thereto in Section 5.02 of this Agreement.
Trustee: U.S. Bank National Association, its successors and assigns.
(c) The definition of “Custodial Account” is modified by adding the following sentence at the end thereof:
Each Custodial Account shall be an Eligible Account.
(d) The definition of “Depositor” in Section 1.01 of the Servicing Agreement is hereby deleted in its entirety and replaced with the following:
Depositor: ACE Securities Corp.
(e) The definition of “Escrow Account” is modified by adding the following sentence at the end thereof:
Each Escrow Account shall be an Eligible Account.
(f) The Servicing Agreement is amended by deleting the definitions of “Excess Servicing Fee” and “Excess Servicing Fee Rate” in Section 1.01 thereof.
(g) The definition of “Principal Prepayment Period” in hereby added to Section 1.01 of the Servicing Agreement:
Principal Prepayment Period: With respect to each Remittance Date, the period beginning with the 16th day of the calendar month preceding the month in which such Remittance Date occurs and ending on the 15th day of the calendar month in which such Remittance Date occurs.
(h) The definition of “Remittance Date” in Section 1.01 of the Servicing Agreement is hereby deleted in its entirety and replaced with the following:
Remittance Date: The eighteenth (18th) day of each month, commencing on the eighteenth day of the month next following the month in which the related Cut-off Date occurs, or if such eighteenth (18th) day is not a Business Day, the first Business Day immediately preceding such eighteenth (18th) day.
(i) The definition of “Servicing Rights” in Section 1.01 of the Servicing Agreement is modified by deleting the phrase “including without limitation any late fees, assumption fees, penalties and Prepayment Charges to the extent set forth in the related Confirmation” in subpart (b) and replacing such phrase with “including without limitation any late fees, assumption fees and penalties”.
(j) Section 4.01 of the Servicing Agreement is modified by deleting the phrase “unless the Servicer has obtained the prior written consent of the Owner,” from the second paragraph thereof.
(k) Section 4.01 of the Servicing Agreement is modified by deleting the third paragraph in its entirety and replacing it with the following:
“Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full or in part of a Mortgage Loan, the Servicer may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the Servicer determines that such waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Charge and the Mortgage Loan, and the waiver of such Prepayment Charge is standard and customary in servicing similar Mortgage Loans (including the waiver of a Prepayment Charge in connection with a refinancing of the Mortgage Loan related to a default or a reasonably foreseeable default) or (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by subsequent changes in applicable law. In no event shall the Servicer waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If the Servicer waives or does not collect all or a portion of a Prepayment Charge relating to a Principal Prepayment in full or in part due to any action or omission of the Servicer, other than as provided above, the Servicer shall deposit the amount of such Prepayment Charge (or such portion thereof as had been waived for deposit) into the Custodial Account at the time of such prepayment for distribution in accordance with the terms of this Agreement.”
(l) Section 4.05(ii) of the Servicing Agreement is modified by deleting “and Excess Servicing Fee if applicable” from the first parenthetical.
(m) Section 4.05(iv) of the Servicing Agreement is modified by deleting “and Excess Servicing Fee” from the clause.
(n) Section 4.06 of the Servicing Agreement is modified by deleting the sentence “The Escrow Account shall be established with a Qualified Depository.” and replacing it with the following:
“The Escrow Account shall be established and maintained as an Eligible Account.”
(o) The following shall be added as Section 4.14 of the Servicing Agreement:
“Notwithstanding anything in this Agreement to the contrary, the Servicer (a) shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) or (ii) cause the trust fund to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans which is not contemplated under the terms of this Agreement, the Servicer will obtain an Opinion of Counsel acceptable to the Trustee with respect to whether such action could 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 and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”), and the Servicer shall not take any such action or cause the trust fund to take any such action as to which it has been advised that an Adverse REMIC Event could occur.
The Servicer shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in the REMIC. The Servicer shall not enter into any arrangement by which the REMIC will receive a fee or other compensation for services nor permit the REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.
Any REO Property shall be disposed of by the Servicer before the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, unless the Servicer is otherwise directed by the Assignee or such Mortgage Loan is not part of a REMIC.
(p) Section 5.02 of the Servicing Agreement is modified by replacing the first paragraph therein and replacing it with the following:
The Servicer shall furnish to the Master Servicer an individual Mortgage Loan accounting report (a “Report”), as of the last Business Day of each month, in the Servicer’s assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, such Report shall be received by the Master Servicer no later than the tenth (10th) calendar day of the following month of the related Due Period on a disk or tape or other computer-readable format, in the format set forth in Exhibit E of the Servicing Agreement (or in such other format mutually agreed to between the Servicer and the Master Servicer), which Report shall contain but not necessarily be limited to, the following:
(q) Section 5.02 of the Servicing Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:
“Not later than the fifth (5th) Business Day of each month (such date, the “Report Remittance Date”) the Servicer shall furnish to the Master Servicer a Monthly Remittance Advice, in the form of Exhibit E annexed hereto, with a trial balance report attached thereto, in the form of Exhibit 1 annexed hereto in electronic medium mutually acceptable to the Servicer and the Master Servicer, as to the preceding remittance and the period ending on the preceding Determination Date.
Not later than two (2) Business Days following the end of each Principal Prepayment Period, the Servicer shall deliver to the Master Servicer by electronic mail (or by such other means as the Servicer and the Master Servicer may agree from time to time) a prepayment report with respect to the related Remittance Date. Such prepayment report shall include (i) such information with respect to the prepayment charges as the Master Servicer may reasonably require and (ii) information that the term of the last prepayment charge has expired or such prepayment charge has been waived.”
(r) Section 5.03 of the Servicing Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:
Section 5.03.
Monthly Advances.
(a)
Not later than the close of business on the Business Day preceding each Remittance Date, the Servicer shall deposit in the Custodial Account an amount equal to all payments not previously advanced by the Servicer, whether or not deferred pursuant to Section 4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, at the net Mortgage Interest Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination Date.
(b)
The obligation of the Servicer to make such Monthly Advances is mandatory, notwithstanding any other provision of this Agreement, and, with respect to any Mortgage Loan or REO Property, shall continue until a Final Recovery Determination in connection therewith; provided that, notwithstanding anything herein to the contrary, no Monthly Advance shall be required to be made hereunder by the Servicer if such Monthly Advance would, if made, constitute a Nonrecoverable Advance. The determination by the Servicer that it has made a Nonrecoverable Advance or that any proposed Monthly Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officers’ Certificate delivered to the Owner.
(s) Section 6.03(a) of the Servicing Agreement is modified by deleting the words “and Excess Servicing Fee if applicable” from the subsection.
(t) Section 6.04 of the Servicing Agreement is modified by deleting the section in its entirety and replacing it with the following:
Section 6.04Reserved.
(u) Section 6.10 of the Servicing Agreement is modified by adding the following paragraph at the end thereof:
The Servicer shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in the REMIC. The Servicer shall not enter into any arrangement by which the REMIC will receive a fee or other compensation for services nor permit the REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.
(v) Section 9.01(ix) of the Servicing Agreement is modified by deleting the subsection in its entirety.
(w) The Servicing Agreement is modified by adding the following section after Section
11.17:
Section 11.18Third Party Beneficiary.
For purposes of this Agreement, the Master Servicer shall be considered a third party beneficiary to this Agreement entitled to all the rights and benefits accruing to the Master Servicer herein as if it were a direct party to this Agreement.
(x) The following shall be added as Section 12.05(c) of the Servicing Agreement:
Notwithstanding the foregoing provisions of Section 12.05, (i) in the event that during any calendar year (or applicable portion thereof) the Company services 5% or less of the mortgage loans in a Securitization Transaction, as calculated by the Master Servicer for such Securitization Transaction, or (ii) in any calendar year in which an annual report on Form 10-K is not required to be filed with respect to an issuing entity or Securitization Transaction, then, in each such event, the Company may, in lieu of providing an assessment of compliance and attestation thereon in accordance with Item 1122 of Regulation AB, provide (and cause each Subservicer and Subcontractor described in clause (a)(iii) above to provide) to the Depositor and the Master Servicer for such Securitization Transaction, by not later than March 15 of such calendar year, an Annual Independent Public Accountants’ Se rvicing Report. If the Company provides an Annual Independent Public Accountants’ Servicing Report pursuant to this subsection (c), then the certification required to be delivered by the Company (and its Subservicers and Subcontractors) pursuant to clause (a)(iv) above shall be in the form of Exhibit G-1 attached hereto instead of Exhibit G.
(y) Exhibit E is modified to include the information set forth onAttachment 3 hereto.
(z) The form attached here to asAttachment 4 shall be added as Exhibit G-1 to the Servicing Agreement.
7.Prepayment Penalty Verification.
For each month in which the Company is servicing the Assigned Loans, on or prior to each Determination Date, Company shall provide in an electronic format acceptable to the Master Servicer the data necessary for the Master Servicer to perform its verification duties agreed to by the Master Servicer and the Assignee. The Master Servicer or a third party reasonably acceptable to the Master Servicer and the Assignee (the “Verification Agent”) will perform such verification duties and will use its best efforts to issue its findings in a report (the “Verification Report”) delivered to the Master Servicer and the Assignee within ten (10) Business Days following the related Remittance Date; provided, however, that if the Verification Agent is unable to issue the Verification Report within ten (10) Business Days following the Remittance Date, the Verification Agent may issue and deliver to the Master Servicer and the Assignee the Verification Report upon the completion of its verification duties. The Master Servicer shall forward the Verification Report to the Company and shall notify the Company if the Master Servicer has determined that the Company did not deliver the appropriate Prepayment Charges to the Master Servicer in accordance with this AAR Agreement. Such written notification from the Master Servicer shall include the loan number, prepayment penalty code and prepayment penalty amount as calculated by the Master Servicer or the Verification Agent, as applicable, of each Assigned Loan for which there is a discrepancy. If the Company agrees with the verified amounts, the Company shall adjust the immediately succeeding remittance report and the amount remitted to the Master Servicer with respect to prepayments accordingly. If the Company disagrees with the determination of the Master Servicer, the Company shall, within five (5) Business Days of its recei pt of the Verification Report, notify the Master Servicer of such disagreement and provide the Master Servicer with detailed information to support the Company’s position. The Company and the Master Servicer shall cooperate to resolve any discrepancy on or prior to the immediately succeeding Remittance Date, and the Company will indicate the effect of such resolution on the related remittance report and shall adjust the amount remitted with respect to prepayments on such Remittance Date accordingly.
During such time as the Company and the Master Servicer are resolving discrepancies with respect to the Prepayment Charges, no payments in respect of any disputed Prepayment Charges will be remitted to the related distribution account established under the Pooling and Servicing Agreement and the Master Servicer shall not be obligated to remit such payments, unless otherwise required pursuant to the Pooling and Servicing Agreement. In connection with such duties, the Master Servicer shall be able to rely solely on the information provided to it by the Company in accordance with this Section 7. The Master Servicer shall not be responsible for verifying the accuracy of any of the information provided to it by the Company.
8. Indemnification.
The Servicer shall indemnify the Master Servicer, the Assignor, the Assignee, the Trustee and their respective officers, directors, employees, agents and affiliates (any such person, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon (i) any breach by the Servicer of its obligations under Article XIV of the Agreement, including particularly any failure by the Servicer, any Subservicer or Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under Article XII of the Agreement, including any failure by the Servicer to identify pursuant to Section 12.06(b) of the Agreement any Subcontractor “participating in the ser vicing function” within the meaning of Item 1122 of Regulation AB; (ii) any material misstatement or omission in any written information, written data or materials provided by the Servicer, any Subservicer or Subcontractor as required under Article XIV of the Agreement, or (iii) the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer in the other in connection therewith.
Miscellaneous
9. Notwithstanding anything to the contrary herein, the Company’s obligation to deliver any reports, certificates or other documents to the Master Servicer, including, but not limited to, the reports and certificates set forth in Section 6 of this AAR Agreement, shall survive the termination or expiration of this AAR Agreement.
10.
All demands, notices and communications related to the Assigned Loans, the Servicing Agreement and this AAR Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
(a) In the case of Company,
GMAC Mortgage, LLC
1100 Virginia Drive
Fort Washington, Pennsylvania 19034
Attention: Executive Vice President, National Loan Administration
(b) In the case of Assignor,
DB Structured Products, Inc.
60 Wall Street New York, New York 10005
Attention: Susan Valenti
(c) In the case of Assignee,
ACE Securities Corp.
6525 Morrison Boulevard
Suite 318
Charlotte, North Carolina 28211
Attention: Doris J. Hearn
(d) In the case of the Master Servicer,
Wells Fargo Bank, N.A.
9062 Old Annapolis Road Columbia, Maryland 21045
Attention: Client Manager – DBALT 2007-2
Telecopier: (410) 715-2380
11.
Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the reasonable fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing of the transactions contemplated by this AAR Agreement.
12.
The Company hereby acknowledges that, Wells Fargo Bank, N.A. has been appointed as the Master Servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement and, therefore, has the right to enforce all obligations of the Company under the Servicing Agreement. Such rights will include, without limitation, the right to terminate the Company under the Servicing Agreement upon the occurrence of an Event of Default thereunder, the right to receive all remittances required to be made by the Company under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Company under the Servicing Agreement, the right to examine the books and records of the Company, indemnification rights and the right to exercise certain rights of consent and approval relating to actions taken by the Company. The Company shall make all distributions under the Servicing Agreement to the Mast er Servicer by wire transfer of immediately available funds to:
Wells Fargo Bank, N.A.
ABA Number: 121000248
Account Name: SAS Clearing
Account Number: 3970771416
For further credit to: DBALT 2007-2 Account # 53176600.
The Company shall deliver all reports required to be delivered under the Servicing Agreement to the Assignee and the Master Servicer at their respective addresses set forth in Section 10 herein.A copy of all assessments, attestations, reports and certifications required to be delivered by the Servicer under this Agreement and the Servicing Agreement shall be delivered to the Master Servicer by the date(s) specified herein or therein, and where such documents are required to be addressed to any party, such addressees shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents.
13.
This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles (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.
14.
No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
15.
This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated or which succeeds to the business or assets thereof shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
16.
This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Servicing Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the Servicing Agreement.
17.
This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.
18.
In the event that any provision of this AAR Agreement conflicts with any provision of the Servicing Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
DB STRUCTURED PRODUCTS, INC., | GMAC MORTGAGE, LLC, Company |
By: /s/ Karan Mehta |
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Name: Karan Mehta |
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Title: Vice President | By:/s/ Patricia C. Taylor |
By: /s/ Susan Valenti | Name: Patricia C. Taylor |
Name: Susan Valenti | Title: Vice President |
Title: Director |
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ACE SECURITIES CORP., Assignee |
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By:/s/ Evelyn Echevarria |
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Name: Evelyn Echevarria |
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Title: Vice President |
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ACKNOWLEDGED AND AGREED TO: |
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WELLS FARGO BANK, N.A., Master Servicer |
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By:/s/ Benjamin F. Jordan |
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Name: Benjamin F. Jordan |
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Title: Assistant Vice President |
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ATTACHMENT 1
ASSIGNED LOANS
ON FILE
ATTACHMENT 2
SERVICING AGREEMENT
ON FILE
ATTACHMENT 3
EXHIBIT 1
NEW EXHIBIT E TO THE SERVICING AGREEMENT
STANDARD FILE LAYOUT- MASTER SERVICING
Monthly Summary Report by Single Investor
MONTHLY SUMMARY REPORT
For Month Ended: mm/dd/yyyy
Servicer Name_______________________
Prepared by: _________________________
Investor Nbr_________________________
Section 1. Remittances and Ending Balances - Required Data
Beginning | Ending | Total Monthly | Total Ending Unpaid | Total Monthly Principal |
Loan Count | Loan Count | Remittance Amount | Principal Balance | 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. | Total No. |
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| In | Real Estate | Total Dollar |
of | of | 30- | 60- | 90 or more | Foreclosure | Owned | Amount of |
Loans | Delinquencies | Days | Days | Days | (Optional) | (Optional) | Delinquencies |
0 | 0 | 0 | 0 | 0 | 0 | 0 | $0.00 |
Section 3. REG AB Summary Reporting - REPORT ALL APPLICABLE FIELDS | ||
REG AB FIELDS | LOAN COUNT | BALANCE |
PREPAYMENT PENALTY AMT | 0 | $0.00 |
PREPAYMENT PENALTY AMT WAIVED | 0 | $0.00 |
DELINQUENCY P&I AMOUNT | 0 | $0.00 |
EXHIBIT 2
STANDARD FILE LAYOUT- DELINQUENCY REPORTING
Exhibit 2:Standard File Layout – Delinquency Reporting
*The column/header names inbold are the minimum fields Wells Fargo must receive from every Servicer
Column/Header Name | Description | Decimal | Format Comment | ||||
SERVICER_LOAN_NBR | A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR |
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LOAN_NBR | A unique identifier assigned to each loan by the originator. |
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CLIENT_NBR | Servicer Client Number |
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SERV_INVESTOR_NBR | Contains a unique number as assigned by an external servicer to identify a group of loans in their system. |
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BORROWER_FIRST_NAME | First Name of the Borrower. |
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BORROWER_LAST_NAME | Last name of the borrower. |
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PROP_ADDRESS | Street Name and Number of Property |
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PROP_STATE | The state where the property located. |
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PROP_ZIP | Zip code where the property is located. |
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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) |
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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. |
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BANKRUPTCY_CASE_NBR | The case number assigned by the court to the bankruptcy filing. |
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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; |
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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. |
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PROP_CONDITION_CODE | A code that indicates the condition of the property. |
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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 |
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REPAIRED_PROP_VAL | The amount the property would be worth if repairs are completed pursuant to a broker's price opinion or appraisal. | 2 |
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If applicable: |
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DELINQ_STATUS_CODE | FNMA Code Describing Status of Loan |
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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. |
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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 |
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| REO_PROCEEDS | The net proceeds from the sale of the REO property. |
| No commas(,) or dollar signs ($) | |||
| BPO_DATE | The date the BPO was done. |
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| CURRENT_FICO | The current FICO score |
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| HAZARD_CLAIM_FILED_DATE | The date the Hazard Claim was filed with the Hazard Insurance Company. | 10 | MM/DD/YYYY | |||
| HAZARD_CLAIM_AMT | The amount of the Hazard Insurance Claim filed. | 11 | No commas(,) or dollar signs ($) | |||
| 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 |
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| MM/DD/YYYY | |||
| NOI_DATE |
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| MM/DD/YYYY | |||
| ACTUAL_PAYMENT_PLAN_START_DATE |
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| MM/DD/YYYY | |||
| ACTUAL_PAYMENT_ PLAN_END_DATE |
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| ACTUAL_REO_START_DATE |
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| MM/DD/YYYY | |||
| REO_SALES_PRICE |
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| Number | |||
| REALIZED_LOSS/GAIN | As defined in the Servicing Agreement |
| Number |
Exhibit 2:Standard File Codes – Delinquency Reporting
TheLoss 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.
TheOccupant Code field should show the current status of the property code as follows:
·
Mortgagor
·
Tenant
·
Unknown
·
Vacant
TheProperty Condition field should show the last reported condition of the property as follows:
·
Damaged
·
Excellent
·
Fair
·
Gone
·
Good
·
Poor
·
Special Hazard
·
Unknown
Exhibit 2:Standard File Codes – Delinquency Reporting,Continued
TheFNMA 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 2:Standard File Codes – Delinquency Reporting,Continued
TheFNMA 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 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.
(a)
(b)
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1.
The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
2.
The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
3.
Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
4-12.
Complete as applicable. Required documentation:
* For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13.
The total of lines 1 through 12.
(c)
Credits:
14-21.
Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22.
The total of lines 14 through 21.
Please Note:
For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
23.
The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis ( ).
Exhibit 3A:Calculation of Realized Loss/Gain Form 332
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)
(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 |
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ATTACHMENT 4
EXHIBIT G-1 TO SERVICING AGREEMENT
FORM OF ANNUAL CERTIFICATION
Re:
The [
] agreement dated as of [
l, 200[ ] (the “Agreement”), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that:
(1)
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the Annual Independent Public Accountants’ Servicing Report (as defined in the Agreement), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Company Servicing Information”);
(2)
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;
(3)
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
(4)
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement and the Annual Independent Public Accountants’ Servicing Report, the Company has fulfilled its obligations under the Agreement in all material respects; and
(5)
The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Annual Independent Public Accountants’ Servicing Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.
| Date: _________________________ |
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| By: _______________________________ |
| Name: |
| Title: |
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