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Exhibit
99.12a
EXECUTION
VERSION
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “
Assignment ”), dated as of October 1, 2007, is
entered into among Morgan Stanley Capital I Inc., a Delaware
corporation (the “ Depositor ”), Morgan
Stanley Mortgage Capital Holdings LLC, successor by merger to
Morgan Stanley Mortgage Capital Inc. (“ MSMCH
”), National City Mortgage Co. as seller (in such
capacity, the “ Seller ”) and servicer (in
such capacity, the “ Servicer ”), and
acknowledged by LaSalle Bank National Association, as trustee
(the “Trustee”) of Morgan Stanley Mortgage Loan
Trust 2007-14AR (the “Trust”), and Wells Fargo
Bank, National Association, as master servicer (or any
successor master servicer, the “Master
Servicer”).
RECITALS
WHEREAS
MSMCH, the Seller and the Servicer have entered into a certain
Fourth Amended and Restated Master Seller’s Warranties
and Servicing Agreement, dated as of July 1, 2006 (as amended
or modified to the date hereof, the “ Agreement
”), pursuant to which MSMCH has acquired certain
Mortgage Loans pursuant to the terms of the Agreements and the
Servicer has agreed to service such Mortgage
Loans;
WHEREAS
the Depositor has agreed, on the terms and conditions
contained herein, to purchase from MSMCH certain of the
Mortgage Loans (the “ Specified Mortgage Loans
”) which are subject to the provisions of the Agreement
and are listed on the mortgage loan schedule attached as
Schedule A hereto (the “ Specified Mortgage Loan
Schedule ”); and
WHEREAS
the Trustee, on behalf of the Trust, has agreed, on the terms
and conditions contained herein, to purchase from the
Depositor the Specified Mortgage Loans;
NOW,
THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged), the parties
agree as follows:
1.
Assignment and Assumption
(a) On
and of the date hereof, MSMCH hereby sells, assigns and
transfers to the Depositor all of its right, title and
interest in the Specified Mortgage Loans and all rights and
obligations related thereto as provided under the Agreement to
the extent relating to the Specified Mortgage Loans, the
Depositor hereby accepts such assignment from MSMCH (the
“ First Assignment and Assumption ”), and
the Seller hereby acknowledges the First Assignment and
Assumption.
MSMCH specifically
reserves and does not assign to the Depositor hereunder any
and all right, title and interest in, to and under and all
obligations of MSMCH with respect to any Mortgage Loans
subject to the Agreements which are not the Specified
Mortgage Loans.
(b) On
and of the date hereof, immediately after giving effect to the
First Assignment and Assumption, the Depositor hereby sells,
assigns and transfers to the Trustee, on behalf of the Trust,
all of its right, title and interest in the Specified Mortgage
Loans and all rights and obligations related thereto as
provided under the Agreements to the extent relating
to
the
Specified Mortgage Loans, and the Trustee, on behalf of the
Trust, hereby accepts such assignment from the Depositor (the
“ Second Assignment and Assumption ”), and
the Seller hereby acknowledges the Second Assignment and
Assumption.
(c) On
and as of the date hereof, MSMCH represents and warrants to
the Depositor and the Trustee that MSMCH has not taken any
action that would serve to impair or encumber the respective
ownership interests of the Depositor and the Trustee in the
Specified Mortgage Loans since the date of MSMCH’s
acquisition of the Specified Mortgage Loans.
2.
Recognition of Trustee
(a) From
and after the date hereof, both MSMCH and the Seller shall
note the transfer of the Specified Mortgage Loans to the
Trustee, in their respective books and records and shall
recognize the Trustee, on behalf of the Trust, as of the date
hereof, as the owner of the Specified Mortgage Loans, and
Servicer shall service the Specified Mortgage Loans for the
benefit of the Trust pursuant to the Agreement, the terms of
which are incorporated herein by reference. It is the
intention of the Seller, the Servicer, the Depositor, the
Trustee and MSMCH that this Assignment shall be binding upon
and inure to the benefit of the Depositor, the Trustee and
MSMCH and their respective successors and
assigns.
(b) Without
in any way limiting the foregoing, the parties confirm that
this Assignment includes the rights relating to amendments or
waivers under the Agreement. Accordingly, the right
of MSMCH to consent to any amendment of the Agreement and its
rights concerning waivers as set forth in Section 12.02 of the
Agreement shall be exercisable, to the extent any such
amendment or waiver affects the Specified Mortgage Loans or
any of the rights under the Agreement with respect thereto
(other than the servicing of the Specified Mortgage Loans,
which shall be enforced by the Master Servicer) by the Trustee
as assignee of MSMCH.
(c) It
is expressly understood and agreed by the parties hereto that
(i) this Assignment is executed and delivered by LaSalle Bank
National Association, not individually or personally but
solely on behalf of the Trust, as the assignee, in the
exercise of the powers and authority conferred and vested in
it, as Trustee, pursuant to the Pooling Agreement, (ii) each
of the representations, undertakings and agreements herein
made on the part of assignee is made and intended not as
personal representations, undertakings and agreements by
LaSalle Bank National Association but is made and intended for
the purpose of binding only the Trust, (iii) nothing herein
contained shall be construed as creating any liability for
LaSalle Bank National Association, individually or personally,
to perform any covenant (either express or implied) contained
herein, (iv) under no circumstances shall LaSalle Bank
National Association be personally liable for the payment of
any indebtedness or expenses of the Trust, or be liable for
the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under
this Assignment and (v) all recourse for any payment liability
or other obligation of the assignee shall be had solely to the
assets of the Trust.
3.
Representations and Warranties
(a) The
Depositor represents and warrants that it is a sophisticated
investor able to evaluate the risks and merits of the
transactions contemplated hereby, and that it has not relied
in connection therewith upon any statements or representations
of the Seller or MSMCH other than those contained in the
Agreement or this Assignment.
(b) Each
of the parties hereto represents and warrants that it is duly
and legally authorized to enter into this
Assignment.
(c) Each
of the Depositor, MSMCH, Servicer and Seller represents and
warrants that this Assignment has been duly authorized,
executed and delivered by it and (assuming due authorization,
execution and delivery thereof by each of the other parties
hereto) constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement
of creditors’ rights generally and by general equitable
principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(d) The
Seller hereby makes, as of the Closing Date (as defined in the
Pooling and Servicing Agreement referred to below), the
representations and warranties set forth in Schedule B hereto,
with respect to each of the Specified Mortgage Loans that were
sold by it under the Agreement, to and for the benefit of the
Depositor, the Trustee and the Trust.
4. The
Servicer hereby acknowledges that Wells Fargo Bank, National
Association has been appointed as the Master Servicer of the
Specified Mortgage Loans pursuant to the Pooling and Servicing
Agreement and, therefore, has the right to enforce all
obligations of the Servicer under the Agreement. Such rights
will include, without limitation, the right to terminate the
Servicer under the Agreement upon the occurrence of an event
of default thereunder, the right to receive all remittances
required to be made by the Servicer under the Agreement, the
right to receive all monthly reports and other data required
to be delivered by the Servicer under the Agreement, the right
to examine the books and records of the Servicer,
indemnification rights and the right to exercise certain
rights of consent and approval relating to actions taken by
MSMCH. The Servicer shall make all distributions under the
Agreement to the Master Servicer by wire transfer of
immediately available funds to:
Wells
Fargo Bank, National Association
ABA
Number: 121-000-248
Account
Name: Corporate Trust Clearing
Account
number: 3970771416
For
further credit to: 53183200, MSM
2007-14AR
The
Servicer shall deliver all reports required to be delivered
under the Agreement to the Master Servicer at the following
address:
Wells
Fargo Bank, National Association
9062
Old Annapolis Road
Columbia,
Maryland 21045
Attention:
Client Manager, MSM 2007-14AR
Office
Number: (410) 884-2000
Telecopier:
(410) 715-2380
5.
Amendments to the Agreements
The
parties to this Assignment hereby agree to amend each
Agreement as follows:
(a) The
definition of “Eligible Account” is hereby
inserted into Article I:
“
Eligible Account : Any of (i) an account or
accounts maintained with a federal or state chartered
depository institution or trust company, the short-term
unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such
holding company) have the highest short-term ratings of
Moody’s or Fitch and one of the two highest short-term
ratings of S&P, if S&P is a Rating Agency, at the time
any amounts are held on deposit therein, or (ii) an account or
accounts in a depository institution or trust company in which
such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured such that, as evidenced by an
Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to
the funds in such account or a perfected first priority
security interest against any collateral (which shall be
limited to Permitted Investments) securing such funds that is
superior to claims of any other depositors or creditors of the
depository institution or trust company in which such account
is maintained, or (iii) a trust account or accounts maintained
with (a) the trust department of a federal or state chartered
depository institution or (b) a trust company, acting in its
fiduciary capacity or (iv) any other account acceptable to
each Rating Agency.”
(b) With
respect to the Specified Mortgage Loans, “Permitted
Investments” shall have the meaning of such term as
defined in the Pooling and Servicing Agreement.
(c) The
definition of “Remittance Date” in Article I of
the Agreement is hereby amended and restated in its entirety
as follows:
“
Remittance Date : No later than 1:00 p.m.
New York time on the 18th day of each month (or, if such 18th
day is not a Business Day, the following Business
Day).”
(d) The
definition of “Servicing Fee Rate” in Article I of
the Agreement is hereby amended and restated in its entirety
as follows:
“
Servicing Fee Rate ”: With respect to
the Adjustable Rate Mortgage Loans, 0.25% per
annum.”
(e) The
second and third sentences of the first paragraph of Section
4.04 of the Agreement are amended and restated in their
entirety as follows:
“The
Custodial Account shall be an Eligible Account established
with a Qualified Depository acceptable to the
Purchaser. Any funds deposited in the Custodial
Account shall at all times be fully
insured.”
(f) Section
4.01 of the Agreement is hereby amended as
follows:
(1) to
remove the obligation to require the consent of the Purchaser
prior to the modification, in accordance with Accepted
Servicing Practices, of any Mortgage Loan that is in default
or with respect to which a default is reasonable foreseeable;
and
(2) to
require the Servicer to provide prior written notice to the
Depositor and to the Master Servicer of any changes it intends
to make to its policies and practices related to the
modifications of Mortgage Loans prior to its implementation
thereof.
(g) The
word “and” is deleted from the end of Section
4.05(vii) of the Agreement, the word “and” is
added at the end of Section 4.05(vii) of the Agreement and the
following paragraph is hereby incorporated into the Agreement
as new Section 4.05(ix):
“to
reimburse itself for unreimbursed Servicing Advances and for
unreimbursed Monthly Advances, in accordance with Section
5.03, to the extent that such amounts are nonrecoverable by
the Servicer pursuant to subclause (ii) or (iii) above,
provided that the Mortgage Loan for which such advances were
made is not required to be repurchased by the Seller pursuant
to Section 3.03.”
(h) The
second paragraph of Section 4.16 of the Agreement is hereby
amended and restated in its entirety as follows:
“With
respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Purchaser, or its
designee. The Trustee’s name shall be placed
on the title to such REO Property solely as the Trustee
hereunder and not in its individual capacity. The
Servicer shall ensure that the title to such REO Property
references the Agreement and the Purchaser’s capacity
thereunder. Pursuant to its efforts to sell such
REO Property, the Servicer shall either itself or through an
agent selected by the Servicer protect and conserve such REO
Property in the same manner and to such extent as is customary
in the locality where such REO Property is located and may,
incident to its conservation and protection of the interests
of the Purchaser, or its designee, rent the same, or any part
thereof, as the Servicer deems to be in the best interest of
the Purchaser, or its designee, for the period prior to the
sale of such REO Property. The Servicer shall
prepare for and deliver to the Purchaser, or its designee, a
statement with respect to each REO Property that has been
rented showing the aggregate rental income received and all
expenses incurred in connection with the maintenance of such
REO Property at such times as is necessary to enable the
Purchaser, or its designee, to comply with the reporting
requirements of the REMIC Provisions. The net
monthly rental income, if any, from such REO Property shall be
deposited in the Certificate Account no later than the close
of business on each Determination Date. The
Servicer shall perform the tax reporting and withholding
required by Sections 1445 and 6050J of the Code with respect
to foreclosures and abandonments, the tax reporting required
by Section 6050H of the Code with respect to the receipt of
mortgage interest from individuals and any tax reporting
required by Section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by
preparing such tax and information returns as may be required,
in the form required, and delivering the same to the
Purchaser, or its designee, for filing.
In
the event that the Purchaser, or its designee, acquires any
Mortgaged Property as aforesaid or otherwise in connection
with a default or imminent default on a Mortgage Loan, the
Servicer shall dispose of such Mortgaged Property as soon as
practicable in a manner that maximizes the Liquidation
Proceeds thereof, but in no event later than three years after
its acquisition by the Purchaser, or its
designee. In that event, the Purchaser, or its
designee, shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Purchaser, or its
designee, of such Mortgaged Property subsequent to a
three-year period, if applicable, will not result in the
imposition of taxes on “prohibited transactions”
of any REMIC as defined in section 860F of the Code or cause
any REMIC to fail to qualify as a REMIC at any time, the
Purchaser, or its designee, may continue to hold such
Mortgaged Property (subject to any conditions contained in
such Opinion of Counsel) after the expiration of such
three-year period. Notwithstanding any other
provision of this Agreement, no Mortgaged Property acquired by
the Purchaser, or its designee, shall be rented (or allowed to
continue to be rented) or otherwise used for the production of
income by or on behalf of the Purchaser, or its designee, in
such a manner or pursuant to any terms that would (i) cause
such Mortgaged Property to fail to qualify as
“foreclosure property” within the meaning of
section 860G(a)(8) of the Code or (ii) subject any REMIC to
the imposition of any federal, state or local income taxes on
the income earned from such Mortgaged Property
under Section 860G(c) of the Code or otherwise, unless the
Servicer has agreed to indemnify and hold harmless the
Purchaser, or its designee, with respect to the imposition of
any such taxes.”
(i) The
second paragraph of Section 5.01 of the Agreement is hereby
amended and restated in its entirety as follows:
“With
respect to any remittance received by the Purchaser after the
Business Day on which such payment was due, the Company shall
pay to the Purchaser interest on any such late payment at an
annual rate equal to the Prime Rate, adjusted as of the date
of each change, plus three percentage points, but in no event
greater than the maximum amount permitted by applicable law.
Such interest shall be deposited in the Custodial Account by
the Company on the date such late payment is made and shall
cover the period commencing with such Business Day and ending
with the Business Day on which such payment is made, both
inclusive. Such interest shall be remitted along with the
distribution payable on the next succeeding Remittance Date.
The payment by the Company of any such interest shall not be
deemed an extension of time for payment or a waiver of any
Event of Default by the Company.”
(j) The
first sentence of Section 5.02 of the Agreement is hereby
amended and restated in its entirety as follows:
“Not
later than the 5 th
Business Day of each month (or if such 5 th day
is not a Business Day, the Business Day next succeeding such 5
th day),
the Company shall furnish to the Master Servicer in electronic
form mortgage loan level data as mutually agreed upon by the
Servicer and the Master Servicer and the monthly reports
substantially in the form of Exhibit II attached hereto with
respect to the Mortgage Loans and the period from but
including the first day of the preceding calendar month
through but excluding the first day of such
month. The preceding sentence notwithstanding, the
Purchaser and the Servicer acknowledge and agree that the
purpose of reporting the information set forth in Exhibit
IIC-1 (the “Loan Modification Information”)
is to facilitate compliance by the Purchaser with certain
Rating Agency requirements, and the Purchaser and the Servicer
both acknowledge that those requirements, and therefore what
constitutes Loan Modification Information, may change over
time. The Purchaser shall not exercise its right to
request delivery of information under these provisions other
than in good faith, or for purposes other than compliance with
Rating Agency requirements. The Servicer agrees to
use its best efforts to deliver to the Purchaser and its
designees (including the Master Servicer) all required Loan
Modification Information on a timely basis to permit the
Purchaser to comply with any related Rating Agency
requirements. To the extent that, as of any date
that the Servicer would be required to deliver it, the
Servicer is unable to provide any portion of the Loan
Modification Information, the Servicer hereby agrees that it
will state which portion and the reasons for its inability to
provide it.”
(k) Section
5.03 of the Agreement is hereby amended and restated in its
entirety as follows:
“
Monthly Advances by Company . On the
Business Day immediately preceding each Remittance Date, the
Company shall either (a) deposit in the Custodial Account from
its own funds an amount equal to the principal and interest
portion of all Monthly Payments (with interest adjusted to the
Mortgage Loan Remittance Rate) which were due on the Mortgage
Loans during the applicable Due Period and which were
delinquent at the close of business on the immediately
preceding Determination Date or which were deferred pursuant
to Section 4.01, (b) cause to be made an appropriate
entry in the records of the Custodial Account that amounts
held for future distribution have been, as permitted by this
Section 5.03, used by the Servicer in discharge of any
such Monthly Advance or (c) make Monthly Advances in the
form of any combination of (a) or (b) aggregating the total
amount of Monthly Advances to be made. The
Company’s obligation to make such Monthly Advances as to
any Mortgage Loan will continue
through the last Monthly Payment due prior to the payment in
full of the Mortgage Loan, or through the last Remittance Date
prior to the Remittance Date for the distribution of all
Liquidation Proceeds and other payments or recoveries
(including Insurance Proceeds and Condemnation Proceeds) with
respect to the Mortgage Loan; provided, however, that such
obligation shall cease if the Servicer, in its good faith
judgment, determines that a Monthly Advance would not be
recoverable pursuant to Section 4.05(ii). The
determination by the Servicer that a Monthly Advance, if made,
would be
nonrecoverable,
shall be evidenced by an Officer’s Certificate of the
Servicer, delivered to the Purchaser, which details the
reasons for such determination.”
(l) The
word “or” is added at the end of Section 10.01(ix)
of the Agreement and the following paragraph is hereby
incorporated into the Agreement as new Section
10.01(x):
“(x) failure
by the Servicer to duly perform, within the required time
period, its obligations under Sections 13.04 or 13.05 which
failure continues unremedied for a period of fourteen (14)
days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to
the Servicer by any party to this Agreement or by any master
servicer responsible for master servicing the Mortgage Loans
pursuant to a securitization of such Mortgage
Loans;”
(m) With
respect to the Specified Mortgage Loans, Section 11.02 of the
Agreement is hereby deleted.
(n) The
following paragraph is hereby incorporated into the Agreement
as new Section 12.14:
“
Third Party Beneficiary . For purposes of
this Agreement, including but not limited to Subsection 13.04
and Subsection 13.05, any Master Servicer shall be considered
a third party beneficiary to this Agreement entitled to all
the rights and benefits accruing to any Master Servicer herein
as if it were a direct party to this
Agreement.”
(o) Section
13.03(d) of the Agreement is hereby amended and restated in
its entirety as follows:
“(d) For
the purpose of satisfying the reporting obligation under the
Exchange Act with respect to any class of asset-backed
securities, each Seller and the Company shall (or shall cause
each Subservicer and Third-Party Originator to) (i) provide
prompt notice to the Purchaser, any Master Servicer and any
Depositor in writing of (A) any material litigation or
governmental proceedings involving the Company, any
Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the
closing date of a Securitization Transaction between the
Company, any Subservicer or any Third-Party Originator and any
of the parties specified in clause (D) of paragraph (a) of
this Section (and any other parties identified in writing by
the requesting party) with respect to such Securitization
Transaction, (C) any Event of Default under the terms of this
Agreement or any Reconstitution Agreement, (D) any merger,
consolidation or sale of substantially all of the
assets of the Company, and (E) the Company’s entry into
an agreement with a Subservicer to perform or assist in the
performance of any of the Company’s obligations under
this Agreement or any Reconstitution Agreement and (ii)
provide to the Purchaser and any Depositor a description of
such proceedings, affiliations or
relationships.”
(p) Section
13.03(f) of the Agreement is hereby amended and restated in
its entirety as follows:
“(f) In
addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of this
Agreement, not later than ten days prior to the deadline for
the filing of any distribution report on Form 10-D in respect
of any Securitization Transaction that includes any of the
Mortgage Loans serviced by the Company or any Subservicer, the
Company or such Subservicer, as applicable, shall, to the
extent the Company or such Subservicer has knowledge, provide
to the party
responsible
for filing such report (including, if applicable, the Master
Servicer) notice of the occurrence of any of the following
events along with all information, data, and materials related
thereto as may be required to be included in the related
distribution report on Form 10-D (as specified in the
provisions of Regulation AB referenced below):
(i) any
material modifications, extensions or waivers of pool asset
terms, fees, penalties or payments during the distribution
period or that have cumulatively become material over time
(Item 1121(a)(11) of Regulation AB);
(ii) material
breaches of pool asset representations or warranties or
transaction covenants (Item 1121(a)(12) of Regulation AB);
and
(iii) information
regarding new asset-backed securities issuances backed by the
same pool assets, any pool asset changes (such as, additions,
substitutions or repurchases), and any material changes in
origination, underwriting or other criteria for acquisition or
selection of pool assets (Item 1121(a)(14) of Regulation
AB).
(q) The
following paragraph is hereby incorporated into the Agreement
as new Section 13.03(g):
(g) The
Company shall provide to the Purchaser, any Master Servicer
and any Depositor, evidence of the authorization of the person
signing any certification or statement, copies or other
evidence of Fidelity Bond Insurance and Errors and Omission
Insurance policy, financial information and reports, and such
other information related to the Company or any Subservicer or
the Company or such Subservicer’s performance
hereunder.”
(r) Section
13.05(a)(iv) of the Agreement is hereby amended and restated
in its entirety as follows:
“(iv) deliver,
and cause each subservicer and subcontractor described in
clause (iii) above to deliver, to the Purchaser, any Depositor
and any other Person that will be responsible for signing the
certification (a “ Sarbanes Certification
”) required by Rules 13a-14(d) and 15d-14(d) under the
Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002) on behalf of an asset-backed issuer with respect
to a Securitization Transaction a certification, signed by an
appropriate officer of the Company, in the form attached
hereto as Exhibit 7.”
(s) Section
13.06(a) of the Agreement is hereby amended to add Sections
13.03(f) and 13.03(g) as provisions that the Subservicers must
comply with to same extent as if such Subservicer were the
Company.
(t) The
last sentence of the last paragraph of Section 13.06 of the
Agreement is amended to require the Company to cause any
Subservicer or Subcontractor to provide any assessment of
compliance and attestation but also any other certifications
required to delivered under this Section 13.06.
(u) Section
13.07(a)(ii) of the Agreement is hereby amended and restated
in its entirety as follows:
“(ii) any
breach by the Seller or Company under, or any failure by any
Seller, the Company, any Subservicer, any Subcontractor or any
Third-Party Originator to deliver any information, report,
certification, accountants’ letter or other material
when and as required,
under
this Article XIII, including any failure by the Company to
identify pursuant to Section 13.06(b) any Subcontractor
“participating in the servicing function” within
the meaning of Item 1122 of Regulation AB;”
(v) The
word “or” is struck at the end of Section
13.07(a)(ii) of the Agreement and the following is inserted to
Section 13.07(a) of the Agreement:
“(iv) negligence,
bad faith or willful misconduct of the Company in connection
with its performance under this Article XIII.
If
the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the
Company agrees that it shall contribute to the amount paid or
payable by such Indemnified Party as a result of any claims,
losses, damages or liabilities incurred by such Indemnified
Party in such proportion as is appropriate to reflect the
relative fault of such Indemnified Party on the one hand and
the Company on the other.
This
indemnification shall survive the termination of this
Agreement or the termination of any party to this
Agreement.”
(w) The
following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
13.07(b)(i) of the Agreement:
“(and
if the Company is servicing any of the Mortgage Loans in a
Securitization Transaction, appoint a successor servicer
reasonably acceptable to the Master Servicer for such
Securitization Transaction)”
(x) Written
notice provided in compliance with Sections 13.03(d), (e) or
(f) of the Agreement shall be substantially in the form of
Exhibit I to this Assignment.
(y) Monthly
Statements provided under Section 5.02 of the Agreement will
be provided in the form of Exhibit II to this
Assignment.
(z) Exhibit
M to the Agreement is hereby deleted and replaced with Exhibit
III to this Assignment.
(aa) Exhibit
N to the Agreement is hereby deleted and replaced with Exhibit
IV to this Assignment.
(bb)
A copy of all
assessments, attestations, reports and certifications required
to be delivered by the Servicer under this Assignment and the
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 addresses
shall include the Master Servicer and the Master Servicer
shall be entitled to rely on such
documents.
6.
Continuing Effect
Except
as contemplated hereby, the Agreement shall remain in full
force and effect in accordance with its terms.
7.
Governing Law
This
Assignment and the rights and obligations hereunder shall be
governed by and construed in accordance with the internal laws
of the State of New York.
8.
Notices
Any
notices or other communications permitted or required under
the Agreement to be made to the Depositor, MSMCH, the Master
Servicer, the Seller, the Servicer and the Trustee shall be
made in accordance with the terms of the Agreement and shall
be sent to the Depositor, the Master Servicer and Trustee as
follows:
In
the case of MSMCH:
Morgan
Stanley Mortgage Capital Holdings LLC
1221
Avenue of the Americas
New
York, New York 10020
Attention:
Morgan Stanley Mortgage Loan Trust 2007-14AR
With
a copy to:
Morgan
Stanley & Co. Incorporated
1585
Broadway
New
York, New York 10036
Attention:
General Counsel’s Office
In
the case of the Depositor:
Morgan
Stanley Capital I Inc.
1585
Broadway
New
York, New York 10036
Attention: Morgan
Stanley Mortgage Loan Trust 2007-14AR
In
the case of the Trustee:
LaSalle
Bank National Association
135
South LaSalle Street, Suite 1511
Chicago,
Illinois 60603
Attention: Global Securities and Trust Services MSM
2007-14AR
In
the case of the Seller and the Servicer:
National
City Mortgage
3232
Newmark Drive
Miamisburg,
Ohio 45342
Attention: Mary
Beth Criswell
In
the case of the Master Servicer:
Wells
Fargo Bank, N.A.
9062
Old Annapolis Road
Columbus,
Maryland 20145
Attention:
Client Services Manager, MSM 2007-14AR
or
to such other address as may hereafter be furnished by the
Depositor and the Trustee to the parties in accordance with
the provisions of the Agreement.
9.
Ratification
Except
as modified and expressly amended by this Assignment, the Agreement
is in all respects ratified and confirmed, and all terms,
provisions and conditions thereof shall be and remain in full force
and effect.
10.
Counterparts
This
Assignment may be executed in counterparts, each of which when
so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same
instrument.
11.
Definitions
Any
capitalized term used but not defined in this Assignment has
the same meaning as in the Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties hereto have executed this
Assignment the day and year first above written.
MORGAN STANLEY MORTGAGE
CAPITALHOLDINGS LLC,
successor
by merger toMorgan Stanley Mortgage Capital Inc.
By:
/s/ Valerie
Kay
Name:
Valerie Kay
Title:
Vice President
MORGAN
STANLEY CAPITAL I INC.
By:
/s/ Valerie
Kay
Name:
Valerie Kay
Title:
Vice President
NATIONAL CITY MORTGAGE
CO.
By:
/s/ Mary Beth
Criswell
Name:
Mary Beth Criswell
Title:
Vice President
Acknowledged
and Agreed:
WELLS
FARGO BANK, NATIONAL
ASSOCIATION,
as Master Servicer
By:
/s/ Carla S.
Walker
Name:
Carla S. Walker
Title:
Vice President
LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee of Morgan Stanley
Mortgage
Loan Trust 2007-14AR
By:
/s/ Rita
Lopez
Name:
Rita Lopez
Title:
Vice President
EXECUTION
VERSION
EXHIBIT I
Additional
Disclosure Notification
Wells
Fargo Bank, N.A. as [Securities Administrator and Master
Servicer]
9062
Old Annapolis Road
Columbia,
Maryland 21045
Fax:
(410) 715-2380
E-mail: cts.sec.notifications@wellsfargo.com
Attn: Client
Services Manager – MSM 2007-14AR - SEC REPORT
PROCESSING
RE: **Additional
Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In accordance with
Section 13.03(d), 13.03(e) and 13.03(f) of the Fourth Amended
and Restated Master Seller’s Warranties and Servicing
Agreement, dated as of July 1, 2006, as amended by the
Assignment, Assumption and Recognition Agreement dated as of
October 1, 2007 among Morgan Stanley Capital I Inc., as
Depositor, Wells Fargo Bank, National Association, as
Servicer, Wells Fargo Bank, National Association, as Master
Servicer, and LaSalle Bank National Association as Trustee,
the Undersigned hereby notifies you that certain events have
come to our attention that [will][may] need to be disclosed
on Form [ ].
Description
of Additional Form [ ] Disclosure:
List
of Any Attachments hereto to be included in the Additional
Form [ ] Disclosure:
Any inquiries related
to this notification should be directed to
[ ], phone
number: [ ]; email address
[ ] [NAME OF PARTY] as [role]
By:
__________________
Name:
Title:
Exhibit IIA: Standard
File Layout – Delinquency Reporting
*The column/header names in bold
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
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the
originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
|
|
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to
identify a group of loans in their system.
|
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
|
|
|
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
|
|
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer
at the end of processing cycle, as reported by
Servicer.
|
|
MM/DD/YYYY
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
|
MM/DD/YYYY
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
|
MM/DD/YYYY
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
Discharged and/or a Motion For Relief Was
Granted.
|
|
MM/DD/YYYY
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The
Servicer
|
|
MM/DD/YYYY
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such
As;
|
|
|
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To
End/Close
|
|
MM/DD/YYYY
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
|
MM/DD/YYYY
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions
to begin foreclosure proceedings.
|
|
MM/DD/YYYY
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue
Foreclosure
|
|
MM/DD/YYYY
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure
Action
|
|
MM/DD/YYYY
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to
occur.
|
|
MM/DD/YYYY
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
|
MM/DD/YYYY
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure
sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the
borrower.
|
|
MM/DD/YYYY
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from
the borrower.
|
|
MM/DD/YYYY
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular
price.
|
|
MM/DD/YYYY
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the
Servicer.
|
|
MM/DD/YYYY
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to
close.
|
|
MM/DD/YYYY
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
|
MM/DD/YYYY
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the
property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is
performed.
|
|
MM/DD/YYYY
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
|
MM/DD/YYYY
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price
opinion or appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed
pursuant to a broker's price opinion or
appraisal.
|
2
|
|
|
If applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
|
|
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a
loan. Code indicates the reason why the loan
is in default for this cycle.
|
|
|
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
|
MM/DD/YYYY
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
|
No
commas(,) or dollar signs ($)
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim
Payment
|
|
MM/DD/YYYY
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
|
MM/DD/YYYY
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
|
MM/DD/YYYY
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
|
MM/DD/YYYY
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
|
MM/DD/YYYY
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
|
MM/DD/YYYY
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
|
MM/DD/YYYY
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
|
MM/DD/YYYY
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
|
MM/DD/YYYY
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
MOTION_FOR_RELIEF_DATE
|
The
date the Motion for Relief was filed
|
10
|
MM/DD/YYYY
|
|
FRCLSR_BID_AMT
|
The
foreclosure sale bid amount
|
11
|
No
commas(,) or dollar signs ($)
|
|
FRCLSR_SALE_TYPE
|
The
foreclosure sales results: REO, Third Party, Conveyance to
HUD/VA
|
|
|
|
REO_PROCEEDS
|
The
net proceeds from the sale of the REO property.
|
|
No
commas(,) or dollar signs ($)
|
|
BPO_DATE
|
The
date the BPO was done.
|
|
|
|
CURRENT_FICO
|
The
current FICO score
|
|
|
|
HAZARD_CLAIM_FILED_DATE
|
The
date the Hazard Claim was filed with the Hazard Insurance
Company.
|
10
|
MM/DD/YYYY
|
|
HAZARD_CLAIM_AMT
|
The
amount of the Hazard Insurance Claim filed.
|
11
|
No
commas(,) or dollar signs ($)
|
|
HAZARD_CLAIM_PAID_DATE
|
The
date the Hazard Insurance Company disbursed the claim
payment.
|
10
|
MM/DD/YYYY
|
|
HAZARD_CLAIM_PAID_AMT
|
The
amount the Hazard Insurance Company paid on the
claim.
|
11
|
No
commas(,) or dollar signs ($)
|
|
ACTION_CODE
|
Indicates
loan status
|
|
Number
|
|
NOD_DATE
|
|
|
MM/DD/YYYY
|
|
NOI_DATE
|
|
|
MM/DD/YYYY
|
|
ACTUAL_PAYMENT_PLAN_START_DATE
|
|
|
MM/DD/YYYY
|
|
ACTUAL_PAYMENT_ PLAN_END_DATE
|
|
|
|
|
ACTUAL_REO_START_DATE
|
|
|
MM/DD/YYYY
|
|
REO_SALES_PRICE
|
|
|
Number
|
|
REALIZED_LOSS/GAIN
|
As
defined in the Servicing Agreement
|
|
Number
|
Exhibit 2: Standard File Codes
– Delinquency Reporting
The
Loss Mit Type field should show the
approved Loss Mitigation Code as follows:
|
•
|
ASUM-
|
Approved
Assumption
|
|
•
|
BAP-
|
Borrower
Assistance Program
|
|
•
|
CO-
|
Charge
Off
|
|
•
|
DIL-
|
Deed-in-Lieu
|
|
•
|
FFA-
|
Formal
Forbearance Agreement
|
|
•
|
MOD-
|
Loan
Modification
|
|
•
|
PRE-
|
Pre-Sale
|
|
•
|
SS-
|
Short
Sale
|
|
•
|
MISC-
|
Anything
else approved by the PMI or Pool Insurer
|
NOTE: 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
|
The
Property Condition field should show
the last reported condition of the property as
follows:
|
•
|
Damaged
|
|
•
|
Excellent
|
|
•
|
Fair
|
|
•
|
Gone
|
|
•
|
Good
|
|
•
|
Poor
|
|
•
|
Special
Hazard
|
Exhibit IIB: Standard File Codes
– Delinquency Reporting, Continued
The
FNMA Delinquent Reason Code field
should show the Reason for Delinquency as
follows:
|
Delinquency Code
|
Delinquency Description
|
|
001
|
FNMA-Death
of principal mortgagor
|
|
002
|
FNMA-Illness
of principal mortgagor
|
|
003
|
FNMA-Illness
of mortgagor’s family member
|
|
004
|
FNMA-Death
of mortgagor’s family member
|
|
005
|
FNMA-Marital
difficulties
|
|
006
|
FNMA-Curtailment
of income
|
|
007
|
FNMA-Excessive
Obligation
|
|
008
|
FNMA-Abandonment
of property
|
|
009
|
FNMA-Distant
employee transfer
|
|
011
|
FNMA-Property
problem
|
|
012
|
FNMA-Inability
to sell property
|
|
013
|
FNMA-Inability
to rent property
|
|
014
|
FNMA-Military
Service
|
|
015
|
FNMA-Other
|
|
016
|
FNMA-Unemployment
|
|
017
|
FNMA-Business
failure
|
|
019
|
FNMA-Casualty
loss
|
|
022
|
FNMA-Energy
environment costs
|
|
023
|
FNMA-Servicing
problems
|
|
026
|
FNMA-Payment
adjustment
|
|
027
|
FNMA-Payment
dispute
|
|
029
|
FNMA-Transfer
of ownership pending
|
|
030
|
FNMA-Fraud
|
|
031
|
FNMA-Unable
to contact borrower
|
|
INC
|
FNMA-Incarceration
|
Exhibit IIB: Standard File Codes
– Delinquency Reporting, Continued
The
FNMA Delinquent Status Code field
should show the Status of Default as follows:
|
Status Code
|
Status Description
|
|
09
|
Forbearance
|
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
|
24
|
Government
Seizure
|
|
26
|
Refinance
|
|
27
|
Assumption
|
|
28
|
Modification
|
|
29
|
Charge-Off
|
|
30
|
Third
Party Sale
|
|
31
|
Probate
|
|
32
|
Military
Indulgence
|
|
43
|
Foreclosure
Started
|
|
44
|
Deed-in-Lieu
Started
|
|
49
|
Assignment
Completed
|
|
61
|
Second
Lien Considerations
|
|
62
|
Veteran’s
Affairs-No Bid
|
|
63
|
Veteran’s
Affairs-Refund
|
|
64
|
Veteran’s
Affairs-Buydown
|
|
65
|
Chapter
7 Bankruptcy
|
|
66
|
Chapter
11 Bankruptcy
|
|
67
|
Chapter
13 Bankruptcy
|
Exhibit IIC: Standard File Layout
– Master Servicing
|
|
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 ($)
|
11
|
|
|
|
|
|
|
|
Exhibit 1: Continued
|
Standard Loan Level File Layout
|
|
|
|
|
Column Name
|
Description
|
Decimal
|
Format Comment
|
Max Size
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the
default/delinquent status of a particular loan.
|
|
Action
Code Key: 15=Bankruptcy, 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
|
|
|
|
|
|
|
|
Exhibit 1: Continued
|
Standard Loan Level File Layout
|
|
|
|
|
Column Name
|
Description
|
Decimal
|
Format Comment
|
Max Size
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the
loan.
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BREACH_FLAG
|
Flag
to indicate if the repurchase of a loan is due to a breach of
Representations and Warranties
|
|
Y=Breach
N=NO
Breach
Let
blank if N/A
|
1
|
Exhibit 2: Monthly Summary Report by Single
Investor
MONTHLY SUMMARY REPORT
|
For
Month Ended:
mm/dd/yyyy
|
Servicer
Name: ________________________
|
|
Prepared
by: ___________________________
|
Investor
Nbr: __________________________
|
Section 1. Remittance and Ending Balances –
Required Data
|
Beginning
Loan
Count
|
Ending
Loan
Count
|
Total
Monthly
Remittance
Amount
|
Total
Ending Unpaid
Principal
Balance
|
Total
Monthly Principal Balance
|
|
0
|
0
|
$0.00
|
$0.00
|
$0.00
|
|
Principal Calculation
|
|
1.
|
Monthly
Principal Due
|
+
$0.00
|
|
2.
|
Current
Curtailments
|
+
$0.00
|
|
3.
|
Liquidations
|
+
$0.00
|
|
4.
|
Other
(attach explanation)
|
+
$0.00
|
|
5.
|
Principal
Due
|
$0.00
|
|
6.
|
Interest
(reported “gross”)
|
+
$0.00
|
|
7.
|
Interest
Adjustments on Curtailments
|
+
$0.00
|
|
8.
|
Servicing
Fees
|
−
$0.00
|
|
9.
|
Other
Interest (attach explanation)
|
+
$0.00
|
|
10.
|
Interest
Due
(need to subtract ser fee)
|
$0.00
|
|
Remittance Calculation
|
|
|
11.
|
Total
Principal and Interest Due (lines 5+10)
|
+
$0.00
|
|
12.
|
Reimbursement
of Non-Recoverable Advances
|
−
$0.00
|
|
13.
|
Total
Realized Gains
|
+
$0.00
|
|
14.
|
Total
Realized Losses
|
−
$0.00
|
|
15.
|
Total
Prepayment Penalties
|
+
$0.00
|
|
16.
|
Total
Non-Supported Compensating Interest
|
−
$0.00
|
|
17.
|
Other
(attach explanation)
|
$0.00
|
|
18.
|
Net
Funds Due on or before Remittance Date
|
$
$0.00
|
|
Section 2. Delinquency Report – Optional Data for
Loan Accounting
|
|
Installments Delinquent
|
|
Total
No.
of
Loans
|
Total
No.
of
Delinquencies
|
30-
Days
|
60-
Days
|
90
or more
Days
|
In
Foreclosure
(Optional)
|
Real
Estate
Owned
(Optional)
|
Total
Dollar
Amount
of
Delinquencies
|
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
|
Section 3. REG AB Summary Reporting – REPORT ALL
APPLICABLE FIELDS
|
|
REG 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 IIC-1: Standard File Layout
– Loan Modifications
With
respect to each Mortgage Loan that has been modified during
the related Due Period, this report shall also include, in a
form mutually acceptable to the Servicer and the Master
Servicer, the following information:
1. The
number of Mortgage Loans that had loan
modifications;
2. The
date of each loan modification; and
3. The
amount of principal and interest forgiveness with respect to
each loan modification.
Exhibit IID
:
Calculation
of Realized Loss/Gain Form 332– Instruction
Sheet
NOTE: Do not net or combine items. Show all
expenses individually and all credits as separate line
items. Claim packages are due on the remittance report
date.&nb
| 
