Exhibit 99.5
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR
Agreement") made as of May 1, 2006, among Xxxxxxx Xxxxx Mortgage Lending, Inc.,
having an address at World Financial Center, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the "Assignor"), Xxxxxxx Xxxxx Mortgage Investors, Inc., having an
address at 4 World Financial Center, 10th Floor, New York, New York 10281 (the
"Assignee") and National City Mortgage Co. (the "Company").
In consideration of the mutual promises contained herein the parties
hereto agree that the residential mortgage loans (the "Assigned Loans") listed
on Attachment 1 annexed hereto (the "Assigned Loan Schedule") purchased by
Xxxxxxx Xxxxx Bank, USA ("MLBUSA") from the Company pursuant to the Master
Seller's Warranties and Servicing Agreement, dated as of May 1, 2004, between
MLBUSA and the Company, as amended by Amendment Number One, dated as of March
22, 2006 (the "Agreement"), shall be subject to the terms of this AAR Agreement.
MLBUSA assigned all of its right, title and interest in, to and under the
Agreement to the Assignor pursuant to the Assignment and Assumption Agreement,
dated May 1, 2006, among MLBUSA, the Company and the Assignor (the "Assignment
and Assumption Agreement"; together with the Agreement, the "Agreements").
Capitalized terms used herein but not defined shall have the meanings ascribed
to them in the Agreements.
Assignment and Assumption
1. The Assignor hereby grants, transfers and assigns to the Assignee all
of the right, title and interest of the Assignor in the Assigned Loans and, as
they relate to the Assigned Loans, all of its right, title and interest in, to
and under the Agreements. The Assignor specifically reserves and does not assign
to the Assignee any right, title and interest in, to or under any Mortgage Loans
subject to the Agreement other than those set forth on Attachment l.
Notwithstanding anything to the contrary contained herein, the Assignor is
retaining the right to enforce the representations and warranties with respect
to the Assigned Loans and the Company, prior to the date hereof.
Representations; Warranties and Covenants
2. The Assignor warrants and represents to the Assignee and the Company as
of the date hereof:
a. Attached hereto as Attachment 2 are true and accurate copies
of the Agreements, which agreements are 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. The Assignor was 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 Agreements as
they relate to the Assigned Loans, free and clear of any and
all liens, claims and encumbrances; and upon the transfer of
the Assigned Loans to the Assignee as contemplated herein, the
Assignee shall have good title to each and every Assigned
Loan, as well as
any and all of the Assignor's interests, rights and
obligations under the Agreements as they relate to the
Assigned Loans, free and clear of any and all liens, claims
and encumbrances;
c. The Assignor has not received notice of, and has no knowledge
of, any offsets, counterclaims or other defenses available to
the Company with respect to the Assigned Loans or the
Agreements;
d. The Assignor has not waived or agreed to any waiver under, or
agreed to any amendment or other modifications of, the
Agreements. The Assignor has no knowledge of, and has not
received notice of, any waivers under or any amendments or
other modifications of, or assignment of rights or obligations
under the Agreements;
e. The Assignor is a corporation 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
acquire, own and sell the Assigned Loans;
f. The Assignor has full 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 the Assignor's business and will not
conflict with, or result in a breach of, any of the terms,
conditions or provisions of the Assignor's charter or by-laws
or any legal restriction, or any material agreement or
instrument to which the Assignor is now a party or by which it
is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Assignor or
its property is subject. The execution, delivery and
performance by the Assignor of this AAR Agreement and the
consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary action on the part
of the Assignor. This AAR Agreement has been duly executed and
delivered by the Assignor and, upon the due authorization,
execution and delivery by the Assignee and the Company, will
constitute the valid and legally binding obligation of the
Assignor enforceable against the 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;
g. No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental
entity is required to be obtained or made by the Assignor in
connection with the execution, delivery or performance by the
Assignor of this AAR Agreement, or the consummation by it of
the transactions contemplated hereby. Neither the 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 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 Assigned 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; and
h. The Assignor has received from the Company, and has delivered
to the Assignee, all documents required to be delivered to the
Assignor by the Company prior to the date hereof pursuant to
Section 2.04 of the Agreement with respect to the Assigned
Loans.
3. The Assignee warrants and represents to, and covenants with, the
Assignor and the Company as of the date hereof:
a. The Assignee is a corporation 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
acquire, own and purchase the Assigned Loans;
b. The Assignee has full 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 the Assignee's business and will not
conflict with, or result in a breach of, any of the terms,
conditions or provisions of the Assignee's charter or by-laws
or any legal restriction, or any material agreement or
instrument to which the Assignee is now a party or by which it
is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Assignee or
its property is subject. The execution, delivery and
performance by the Assignee of this AAR Agreement and the
consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary action on the part
of Assignee. This AAR Agreement has been duly executed and
delivered by the Assignee and, upon the due authorization,
execution and delivery by the Assignor and the Company, will
constitute the valid and legally binding obligation of the
Assignee enforceable against the 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 material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental
entity is required to be obtained or made by the Assignee in
connection with the execution, delivery or performance by the
Assignee of this AAR Agreement, or the consummation
by it of the transactions contemplated hereby;
d. There is no action, suit, proceeding, investigation or
litigation pending or, to the Assignee's knowledge,
threatened, which either in any instance or in the aggregate,
if determined adversely to the Assignee, would adversely
affect the Assignee's execution or delivery of, or the
enforceability of, this AAR Agreement, or the Assignee's
ability to perform its obligations under this AAR Agreement;
e. The Assignee understands that the Assigned Loans have not been
registered under the Securities Act of 1934 (the "Securities
Act") or the securities laws of any state; and
f. The Assignee is either (i) not an employee benefit plan that
is subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986 (the "Code")(a "Plan") and not a Person
acting, directly or indirectly, on behalf of or investing with
"plan assets" of any such Plan or (ii) an employee benefit
plan that is subject to ERISA and the assignment contemplated
herein does not constitute and will not result in non-exempt
prohibited transaction under Section 406 of ERISA or Section
4975 of the Code.
4. The Company warrants and represents to, and covenants with, the
Assignor and the Assignee as of the date hereof:
a. Attached hereto as Attachment 2 are true and accurate copies
of the Agreements, which agreements are 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. The Company 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
service the Assigned Loans and otherwise to perform its
obligations under the Agreements;
c. The Company 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 the Company's business
and will not conflict with, or result in a breach of, any of
the terms, conditions or provisions of the Company's charter
or by-laws or any legal restriction, or any material agreement
or instrument to which the 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 the Company or
its property is subject. The execution, delivery and
performance by the Company 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 the Company.
This AAR Agreement has been duly executed and delivered by the
Company, and, upon the due authorization, execution and
delivery by the Assignor and the Assignee, will constitute the
valid and legally binding obligation of the Company,
enforceable against the 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 the Company in
connection with the execution, delivery or performance by the
Company of this AAR Agreement, or the consummation by it of
the transactions contemplated hereby;
e. The Company shall establish a Custodial Account and an Escrow
Account under the Agreement in favor of the Assignee with
respect to the Assigned Loans separate from the Custodial
Account and the Escrow Account previously established under
the Agreement in favor of the Assignor; and
f. No event has occurred from the applicable Closing Date to the
date hereof which would render the representations and
warranties as to the Company and the Assigned Loans made by
the Company in Section 3.01 and Section 3.02 of the Agreement
to be untrue in any material respect.
Recognition of the Assignee
5. From and after the date hereof, the Company shall recognize the
Assignee as owner of the Assigned Loans and will service the Assigned Loans for
the Assignee as if the Assignee and the Company had entered into a separate
servicing agreement for the servicing of the Assigned Loans in the form of the
Agreement (as modified herein), the terms of which are incorporated herein by
reference. In addition, the Company hereby acknowledges that from and after the
date hereof, the Assigned Loans will be subject to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of May 1, 2006, by
and among Xxxxxxx Xxxxx Mortgage Investors, Inc., Xxxxx Fargo Bank, N.A. (the
"Master Servicer") and HSBC Bank USA, National Association. Pursuant to the
Pooling and Servicing Agreement, the Master Servicer has the right to monitor
the Company's performance of its servicing obligations under the Agreement. Such
right will include, without limitation, the right to terminate the Company under
the 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
Agreement, the right to receive all monthly reports and other data required to
be delivered by the Company under the 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.
In connection therewith, the Company hereby agrees that all remittances required
to be made with respect to the Assigned Loans pursuant to the Agreement will be
made in accordance with the following wire transfer instructions:
Bank: Xxxxx Fargo Bank, N.A.
ABA Routing Number: 000-000-000
Account Name: Corporate Trust Clearing
Account Number: 0000000000
For Credit to: MLMI Series 2006-A3, Acct# 50918300
and the Company shall deliver all reports required to be delivered under the
Agreement to the Assignee and to the Master Servicer at:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - MLMI 2006-A3
The Company agrees to indemnify and hold harmless the Assignee, each
director of the Assignee, each officer of the Assignee who signed the
Registration Statement, the Underwriter and each person, if any, who controls
the Assignee or the Underwriter within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Party") against any and all losses, claims,
expenses, damages or liabilities to which the Indemnified Party may become
subject, under the 1933 Act or otherwise, including, without limitation, with
respect to disputes between the parties, insofar as such losses, claims,
expenses, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Prospectus Supplement or the omission or the alleged
omission to state in the Prospectus Supplement a material fact necessary in
order to make the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon and in conformity with
information furnished in writing by the Company specifically for use in the
sections of the Prospectus Supplement entitled "Description of the Mortgage Pool
- The Originators - National City Mortgage Co.", "Description of the Mortgage
Pool - Underwriting Guidelines - National City's Underwriting Standards" and
"Servicing of the Mortgage Loans - The Servicers - National City".
It is the intention of the Assignor, the Company and the Assignee
that this AAR Agreement shall be binding upon and for the benefit of the
respective successors and assigns of the parties hereto. Neither the Company nor
the Assignor shall amend or agree to amend, modify, waive or otherwise alter any
of the terms or provisions of the Agreement which amendment, modification,
waiver or other alteration would in any way affect the Assigned Loans without
the prior written consent of the Assignee.
For purposes of Section 6.08 of the Agreement, the Company is hereby
notified, and the Company hereby acknowledges receipt of such notification, that
a REMIC election has been made with respect to the Assigned Loans.
Modification of the Agreement
6. The following definitions are added to Article I of the Agreement:
"Master Servicer: Xxxxx Fargo Bank, N.A., or its successors in interest."
"Nonrecoverable Advance: Any Monthly Advance previously made by the
Company pursuant to Section 5.03 or any Servicing Advance which, in the
good faith judgment of the Company, may not be ultimately recoverable by
the Company from Liquidation Proceeds or otherwise. The determination by
the Company that it has made a Nonrecoverable Advance shall be evidenced
by an Officers' Certificate of the Company delivered to the Purchaser and
the Master Servicer and detailing the reasons for such determination."
7. The definition of "Business Day" in Article I of the Agreement is
deleted in its entirety and replaced with the following:
"Business Day. Any day other than a Saturday or Sunday, or a day on which
banking and savings and loan institutions in the State of Ohio, the State
of New York, the State of Maryland or the State of Minnesota are
authorized or obligated by law or executive order to be closed."
8. The definition of "Remittance Date" in Article I of the Agreement is
deleted in its entirety and replaced with the following:
"Remittance Date. The 18th day (or if such 18th day is not a Business Day,
the first Business Day immediately preceding) of any month, beginning with
the First Remittance Date."
9. The following is added as Subsection 4.05(ix) of the Agreement:
"(ix) to reimburse itself for any Nonrecoverable Advances;"
10. The Assignee and the Company hereby amend Section 4.18 of the
Agreement by adding the following sentence at the end of the first paragraph
thereof:
"Such report will be in the format set forth in Exhibit O-3 to the
Assignment, Assumption and Recognition Agreement, dated as of May 1, 2006,
among Xxxxxxx Xxxxx Mortgage Lending, Inc., Xxxxxxx Xxxxx Mortgage
Investors, Inc. and the Company."
11. The Assignee and the Company hereby amend Section 5.01 of the
Agreement by deleting the second paragraph in its entirety and replacing it with
the following:
"With respect to any remittance received by the Purchaser after the
Business Day following the Business Day on which such remittance 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 (3) 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 the Business
Day on which such payment was due and ending with the Business Day on
which such payment is made, both inclusive.
Such interest shall be remitted along with the distribution payable on the
next succeeding Remittance Date. The payment by the 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."
12. The Assignee and the Company hereby amend Section 5.02 of the
Agreement by deleting the first paragraph of such section in its entirety and
replacing it with the following:
"On or before the tenth calendar day of each month (or if such day is not
a Business Day, the immediately preceding Business Day), the Company shall
furnish to the Purchaser or its designee a delinquency report in the form
set forth in Exhibit N-1, a monthly remittance advice in the form set
forth in Exhibit N-2, and a realized loss report in the form set forth in
Exhibit N-3, each in a mutually agreeable electronic format, as to the
latest Due Period, together with such other information with respect to
the Mortgage Loans as the Purchaser may reasonably require to allocate
distributions made pursuant to this Agreement and to provide appropriate
statements in connection therewith."
13. The Assignee and the Company hereby amend Section 6.05 of the
Agreement by deleting such section in its entirety and replacing it with the
following:
"(a) No later than March 15th of each year for so long as the Mortgage
Loans are master serviced by the Master Servicer, the Company at its
expense shall cause a firm of independent public accountants (which may
also render other services to the Company) which is a member of the
American Institute of Certified Public Accountants to furnish a statement
to the Purchaser or its designee and the Master Servicer in a form
acceptable for filing with the Securities and Exchange Commission as an
exhibit to a Form 10-K to the effect that such firm has examined certain
documents and records relating to the servicing of the Mortgage Loans
under this Agreement or of mortgage loans under pooling and servicing
agreements (including the Mortgage Loans and this Agreement) substantially
similar one to another (such statement to have attached thereto a schedule
setting forth the pooling and servicing agreements covered thereby) and
that, on the basis of such examination conducted substantially in
compliance with the Uniform Single Attestation Program for Mortgage
Bankers, such firm confirms that such servicing has been conducted in
compliance with such pooling and servicing agreements except for such
significant exceptions or errors in records that, in the opinion of such
firm, the Uniform Single Attestation Program for Mortgage Bankers requires
it to report. Copies of such statement shall be provided by the Purchaser
to any Person identified as a prospective purchaser of the Mortgage Loans.
(b) For so long as the Mortgage Loans are being master serviced by the
Master Servicer, by February 28th of each year (or if not a Business Day,
the immediately preceding Business Day), or at any other time upon thirty
(30) days written request, an officer of the Company shall execute and
deliver an Officer's Certificate to the Master Servicer for the benefit of
such Master Servicer and its affiliates, and in each case, its officers,
directors and agents, certifying as to the following matters:
(i) Based on my knowledge, the information in the Annual Statement
as to Compliance, the Annual Independent Public Accountants'
Servicing Report and all servicing reports, officer's
certificates and other information relating to the servicing of
the Mortgage Loans submitted to the Master Servicer 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 light of the
circumstances under which such statements were made, not leading as
of the date of this certification;
(ii) The servicing information required to be provided to the Master
Servicer by the Company under the Agreement has been provided to the
Master Servicer;
(iii) I am responsible for reviewing the activities performed by the
Company under this Agreement and based upon the review required by
this Agreement, and except as disclosed in the Annual Statement as
to Compliance and the Annual Independent Public Accountants'
Servicing Report submitted to the Master Servicer, the Company has,
as of the date of this certification, fulfilled its obligations
under this Agreement; and
(iv) I have disclosed to the Master Servicer all significant deficiencies
relating to the Company's compliance with the minimum servicing
standards in accordance with a review conducted in compliance with
the Uniform Single Attestation Program for Mortgage Bankers or
similar standard as set forth in this Agreement.
(c) The Company shall indemnify and hold harmless the Master Servicer and
its affiliates, and in each case, its officers, directors, agents and
affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments and other
costs and expenses arising out of or based upon a breach by the Company or
any of its officers, directors, agents or affiliates of its obligations
under Section 6.04 or Section 6.05 or the negligence, bad faith or willful
misconduct of the Company in connection therewith. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the
Master Servicer, then the Company agrees that it shall contribute to the
amount paid or payable by the Master Servicer as a result of the losses,
claims, damages or liabilities of the Master Servicer in such proportion
as is appropriate to reflect the relative fault of the Master Servicer on
the one hand and the Company on the other in connection with a breach of
the Company's obligations under Section 6.04 or Section 6.05 or the
Company's negligence, bad faith or willful misconduct in connection
therewith."
14. The Assignee and the Company hereby amend Section 7A.01 of the
Agreement by deleting the last sentence of such section and replacing it with:
"In connection with any Securitization Transaction, the Company
shall cooperate as set forth herein with the Purchaser and any Master
Servicer or any Depositor to deliver to the Purchaser (including any of
its assignees or designees), any Master Servicer and any Depositor, any
and all statements, reports, certifications, records and any other
information necessary in the good faith determination of the Purchaser,
any Master Servicer or any Depositor to permit the Purchaser, such Master
Servicer or such Depositor to comply with the provisions of Regulation AB,
together with such disclosures relating to the Company, any Subservicer,
any Third-Party Originator and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Purchaser or any Depositor to
be necessary in order to effect such compliance."
15. The Assignee and the Company hereby amend Section 7A.02(a) of the
Agreement by replacing "The Company hereby represents to the Purchaser and to
any Depositor, as of the date on which information is first provided to the
Purchaser or any Depositor under Section 7A.03 that, except as disclosed in
writing to the Purchaser or such Depositor prior to such date and unless
otherwise disclosed in such information provided under Section 7A.03:" with:
"The Company hereby represents to the Purchaser, to any Master
Servicer and to any Depositor, as of the date on which information is
first provided to the Purchaser, any Master Servicer or any Depositor
under Section 7A.03 that, except as disclosed in writing to the Purchaser,
such Master Servicer or such Depositor prior to such date and unless
otherwise disclosed in such information provided under Section 7A.03:"
16. The Assignee and the Company hereby amend Section 7A.02(b) of the
Agreement to replace, in both places, "the Purchaser or any Depositor" with "the
Purchaser, any Master Servicer or any Depositor."
17. The Assignee and the Company hereby amend Section 7A.03(c)(B)(5) of
the Agreement to replace "Purchase" with "Purchaser."
18. The Assignee and the Company hereby amend Section 7A.03(d) of the
Agreement to replace "(i) notify the Purchaser and any Depositor in writing"
with "(i) notify the Purchaser, any Master Servicer and any Depositor in
writing."
19. The Assignee and the Company hereby amend Section 7A.03(e) of the
Agreement to replace "the Company shall provide to the Purchaser and any
Depositor" with "the Company shall provide to the Purchaser, any Master Servicer
and any Depositor."
20. The Assignee and the Company hereby amend Section 7A.04 of the
Agreement by deleting such section in its entirety and replacing it with the
following:
"On or before March 1st of each calendar year, commencing in 2007,
the Company shall deliver to the Purchaser, the Master Servicer and the
Depositor a statement of compliance addressed to the Purchaser, the Master
Servicer and the Depositor and signed by an authorized officer of the
Company, to the effect that (i) a review of the Company's activities
during the immediately preceding calendar year (or applicable portion
thereof) and of its performance under this Agreement and any applicable
Reconstitution Agreement during such period has been made under such
officer's supervision, and (ii) to the best of such officers' knowledge,
based on such review, the Company has fulfilled all of its obligations
under this Agreement and any applicable Reconstitution Agreement in all
material respects throughout such calendar year (or applicable portion
thereof) or, if there has been a failure to fulfill any such obligation in
any material respect, specifically identifying each such failure known to
such officer and the nature and the status thereof."
21. The Assignee and the Company hereby amend Section 7A.05(a)(i) of the
Agreement to replace "the Purchaser and any Depositor" with "the Purchaser, any
Master Servicer and any Depositor" and to replace "the Purchaser and such
Depositor" with "the Purchaser, such Master Servicer and such Depositor."
22. The Assignee and the Company hereby amend Section 7A.05(a)(ii) of the
Agreement to replace "the Purchaser and any Depositor" with "the Purchaser, any
Master Servicer and any Depositor" and to replace "the Purchase and such
Depositor" with "the Purchaser, such Master Servicer and such Depositor."
23. The Assignee and the Company hereby amend Section 7A.05(a)(iii) of the
Agreement by replacing "the Purchaser and any Depositor" with "the Purchaser,
any Master Servicer and any Depositor."
24. The Assignee and the Company hereby amend Section 7A.05(a)(iv) of the
Agreement by replacing "the Purchaser, any Depositor" with "the Purchaser, any
Master Servicer, any Depositor."
25. The Assignee and the Company hereby amend Section 7A.06(a) of the
Agreement to replace "the Purchaser or any Depositor" with "the Purchaser, any
Master Servicer or any Depositor."
26. The Assignee and the Company hereby amend Section 7A.06(b) of the
Agreement to replace "the Purchaser or any Depositor" with "the Purchaser, any
Master Servicer or any Depositor," to replace "the Purchaser and any Depositor"
with "the Purchaser, any Master Servicer and any Depositor" and to replace "the
Purchaser and such Depositor" with "the Purchaser, such Master Servicer and such
Depositor."
27. The Assignee and the Company hereby amend Section 7A.07 of the
Agreement to replace "each Person" with "each Person (including but not limited
to any Master Servicer, if applicable)."
28. The Assignee and the Company hereby amend the Agreement to add the
following new Section 7A.09:
"Section 7A.09. Third Party Beneficiary.
For purposes of this Article 7A and any related provisions thereto,
each Master Servicer shall be considered a third-party beneficiary of this
Agreement, entitled to all the rights and benefits hereof as if it were a
direct party to this Agreement."
29. The Assignee and the Company hereby amend Section 10.01 of the
Agreement by adding the following subsection:
"(x) failure by the Company to duly perform, within the required time
period, its obligations under Section 6.04 and Section 6.05 of the
Agreement, which failure continues unremedied for a period of fifteen (15)
days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Company by any party to
this Agreement or by the Master Servicer."
30. The Assignee and the Company hereby amend the Agreement by adding the
following as Section 12.21 of the Agreement:
"Third Party Beneficiary. For purposes of this Agreement, 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."
31. The Assignee and the Company hereby amend Exhibit B of the Agreement
by deleting it in its entirety and replacing it with the following:
"EXHIBIT B
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of
Subservicer] shall address, at a minimum, the criteria identified as below as
"Applicable Servicing Criteria":
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
------------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
------------------------------------------------------------------------------------------------------------------------
GENERAL SERVICING CONSIDERATIONS
-------------------- ------------------
-------------------- ------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other X
triggers and events of default in accordance with the transaction agreements.
-------------------- ------------------
1122(d)(1)(ii) X
If any material servicing activities are outsourced to third parties, policies
and procedures are instituted to monitor the third party's performance and
compliance with such servicing activities.
-------------------- ------------------
Any requirements in the transaction agreements to maintain a back-up servicer
1122(d)(1)(iii) for the mortgage loans are maintained.
-------------------- ------------------
X
A fidelity bond and errors and omissions policy is in
effect on the party participating in the servicing function
throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements.
-------------------- ------------------
CASH COLLECTION AND ADMINISTRATION
-------------------- ------------------
1122(d)(2)(i) X
Payments on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the transaction
agreements.
-------------------- ------------------
X
Disbursements made via wire transfer on behalf of an obligor or to an investor
1122(d)(2)(ii) are made only by authorized personnel.
-------------------- ------------------
X
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees
charged for such advances, are made, reviewed and approved as specified in
1122(d)(2)(iii) the transaction agreements.
-------------------- ------------------
X
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g.,
with respect to commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
-------------------- ------------------
X
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign
financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the
1122(d)(2)(v) Securities Exchange Act.
-------------------- ------------------
X
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access.
-------------------- ------------------
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
------------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
------------------------------------------------------------------------------------------------------------------------
X
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts.
These reconciliations are (A) mathematically accurate; (B)
prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by
someone other than the person who prepared the
reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are resolved
within 90 calendar days of their original identification,
or such other number of days specified in the transaction
1122(d)(2)(vii) agreements.
-------------------- ------------------
INVESTOR REMITTANCES AND REPORTING
-------------------- ------------------
1122(d)(3)(i) X
Reports to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid principal balance and number of
mortgage loans serviced by the Servicer.
-------------------- ------------------
X
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
-------------------- ------------------
X
Disbursements made to an investor are posted within two
business days to the Servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
-------------------- ------------------
X
Amounts remitted to investors per the investor reports agree with cancelled
1122(d)(3)(iv) checks, or other form of payment, or custodial bank statements.
-------------------- ------------------
POOL ASSET ADMINISTRATION
-------------------- ------------------
1122(d)(4)(i) X
Collateral or security on mortgage loans is maintained as required by the
transaction agreements or related mortgage loan documents.
-------------------- ------------------
X
Mortgage loan and related documents are safeguarded as required by the
1122(d)(4)(ii) transaction agreements.
-------------------- ------------------
X
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
conditions or requirements in the
1122(d)(4)(iii) transaction agreements.
-------------------- ------------------
X
Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are
posted to the Servicer's obligor records maintained no more
than two business days after receipt, or such other number
of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g.,
escrow) in accordance with the related mortgage
1122(d)(4)(iv) loan documents.
-------------------- ------------------
X
The Servicer's records regarding the mortgage loans agree with the Servicer's
1122(d)(4)(v) records with respect to an obligor's unpaid principal balance.
-------------------- ------------------
X
Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are
made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related
1122(d)(4)(vi) pool asset documents.
-------------------- ------------------
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
------------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
------------------------------------------------------------------------------------------------------------------------
X
Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted
and concluded in accordance with the timeframes or other requirements
1122(d)(4)(vii) established by the transaction agreements.
-------------------- ------------------
X
Records documenting collection efforts are maintained
during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such records
are maintained on at least a monthly basis, or such other
period specified in the transaction agreements, and
describe the entity's activities in monitoring delinquent
mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency
1122(d)(4)(viii) is deemed temporary (e.g., illness or unemployment).
-------------------- ------------------
X
Adjustments to interest rates or rates of return for mortgage loans with
1122(d)(4)(ix) variable rates are computed based on the related mortgage loan documents.
-------------------- ------------------
X
Regarding any funds held in trust for an obligor (such as
escrow accounts): (A) such funds are analyzed, in
accordance with the obligor's mortgage loan documents, on
at least an annual basis, or such other period specified in
the transaction agreements; (B) interest on such funds is
paid, or credited, to obligors in accordance with
applicable mortgage loan documents and state laws; and (C)
such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or
such other number of days specified in the transaction
1122(d)(4)(x) agreements.
-------------------- ------------------
X
Payments made on behalf of an obligor (such as tax or
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided
that such support has been received by the servicer at
least 30 calendar days prior to these dates, or such other
1122(d)(4)(xi) number of days specified in the transaction agreements.
-------------------- ------------------
X
Any late payment penalties in connection with any payment
to be made on behalf of an obligor are paid from the
servicer's funds and not charged to the obligor, unless the
1122(d)(4)(xii) late payment was due to the obligor's error or omission.
-------------------- ------------------
1122(d)(4)(xiii) X
Disbursements made on behalf of an obligor are posted within two business days
to the obligor's records maintained by the servicer, or such other number of
days specified in the transaction agreements.
-------------------- ------------------
Delinquencies, charge-offs and uncollectible accounts are recognized and
1122(d)(4)(xiv) recorded in accordance with the transaction agreements. X
-------------------- ------------------
1122(d)(4)(xv)
Any external enhancement or other support, identified in
Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
(a) The Assignee and the Company hereby amend the Agreement to add
the following Exhibit N-1, Exhibit N-2 and Exhibit N-3 to the Agreement:
"EXHIBIT N-1
EXHIBIT: STANDARD FILE LAYOUT - DELINQUENCY REPORTING
COLUMN/HEADER NAME DESCRIPTION DECIMAL FORMAT COMMENT
--------------------------------------- ------------------------------------------------------- -------------- -------------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer.
This may be different than the LOAN_NBR
--------------------------------------- ------------------------------------------------------- -------------- -------------------
LOAN_NBR A unique identifier assigned to each
loan by the originator.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
CLIENT_NBR Servicer Client Number
--------------------------------------- ------------------------------------------------------- -------------- -------------------
SERV_INVESTOR_NBR Contains a unique number as assigned by
an external servicer to identify a group
of loans in their system.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
BORROWER_FIRST_NAME First Name of the Borrower.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
BORROWER_LAST_NAME Last name of the borrower.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
XXXX_XXXXXXX Xxxxxx 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 MM/DD/YYYY
payment is due to the
servicer at the end of processing cycle,
as reported by Servicer.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to
the bankruptcy filing.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
--------------------------------------- ------------------------------------------------------- -------------- -------------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either MM/DD/YYYY
by Dismissal, Discharged and/or a Motion For Relief
Was Granted.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
--------------------------------------- ------------------------------------------------------- -------------- -------------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such
As;
--------------------------------------- ------------------------------------------------------- -------------- -------------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
--------------------------------------- ------------------------------------------------------- -------------- -------------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the MM/DD/YYYY
servicer with instructions to
begin foreclosure proceedings.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to MM/DD/YYYY
occur.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,) or
sale. dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
EVICTION_COMPLETED_DATE The date the court revokes legal MM/DD/YYYY
possession of the property
from the borrower.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or
dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or
dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by the MM/DD/YYYY
Servicer.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled to MM/DD/YYYY
close.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
OCCUPANT_CODE Classification of how the property is occupied.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
PROP_CONDITION_CODE A code that indicates the condition of the property.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
--------------------------------------- ------------------------------------------------------- -------------- -------------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
CURR_PROP_VAL The current "as is" value of the 2
property based on brokers price
opinion or appraisal.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs are 2
completed pursuant to a broker's price opinion or
appraisal.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
IF APPLICABLE:
--------------------------------------- ------------------------------------------------------- -------------- -------------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
--------------------------------------- ------------------------------------------------------- -------------- -------------------
DELINQ_REASON_CODE The circumstances which caused a
borrower to stop paying on a loan. Code
indicates the reason why the loan is in
default for this cycle.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY
Insurance Company.
--------------------------------------- ------------------------------------------------------- -------------- -------------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or
dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
--------------------------------------- ------------------------------------------------------- -------------- -------------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or
dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or
dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
--------------------------------------- ------------------------------------------------------- -------------- -------------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or
dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,) or
dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,) or
dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,) or
dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or
dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
--------------------------------------- ------------------------------------------------------- -------------- -------------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or
dollar signs ($)
--------------------------------------- ------------------------------------------------------- -------------- -------------------
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING
The LOSS MIT TYPE field should show the approved Loss Mitigation Code as
follows:
- ASUM- Approved Assumption
- BAP- Borrower Assistance Program
- CO- Charge Off
- DIL- Deed-in-Lieu
- FFA- Formal Forbearance Agreement
- MOD- Loan Modification
- PRE- Pre-Sale
- SS- Short Sale
- MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The OCCUPANT CODE field should show the current status of the property code as
follows:
- Mortgagor
- Tenant
- Unknown
- Vacant
The PROPERTY CONDITION field should show the last reported condition of the
property as follows:
- Damaged
- Excellent
- Fair
- Gone
- Good
- Poor
- Special Hazard
- Unknown
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
------------------------ -------------------------------------------------------
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 N-2
STANDARD FILE LAYOUT - MASTER SERVICING
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT MAX
SIZE
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SER_INVESTOR_NBR A value assigned by the Servicer to Text up to 10 digits 20
define a group of loans.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
LOAN_NBR A unique identifier assigned to each Text up to 10 digits 10
loan by the investor.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SERVICER_LOAN_NBR A unique number assigned to a loan Text up to 10 digits 10
by the Servicer. This may be
different than the LOAN_NBR.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
BORROWER_NAME The borrower name as received in the Maximum length of 30 (Last, 30
file. It is not separated by first First)
and last name.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SCHED_PAY_AMT Scheduled monthly principal and 2 No commas(,) or dollar signs ($) 11
scheduled interest payment that a
borrower is expected to pay, P&I
constant.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
NOTE_INT_RATE The loan interest rate as reported 4 Max length of 6 6
by the Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
NET_INT_RATE The loan gross interest rate less 4 Max length of 6 6
the service fee rate as reported by
the Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SERV_FEE_RATE The servicer's fee rate for a loan 4 Max length of 6 6
as reported by the Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SERV_FEE_AMT The servicer's fee amount for a loan 2 No commas(,) or dollar signs ($) 11
as reported by the Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
NEW_PAY_AMT The new loan payment amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
NEW_LOAN_RATE The new loan rate as reported by the 4 Max length of 6 6
Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
ARM_INDEX_RATE The index the Servicer is using to 4 Max length of 6 6
calculate a forecasted rate.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
ACTL_BEG_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the beginning of the
processing cycle.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
ACTL_END_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the end of the processing
cycle.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing MM/DD/YYYY 10
cycle that the borrower's next
payment is due to the Servicer, as
reported by Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SERV_CURT_AMT_1 The first curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SERV_CURT_DATE_1 The curtailment date associated with MM/DD/YYYY 10
the first curtailment amount.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
CURT_ADJ_ AMT_1 The curtailment interest on the 2 No commas(,) or dollar signs ($) 11
first curtailment amount, if
applicable.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SERV_CURT_AMT_2 The second curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SERV_CURT_DATE_2 The curtailment date associated with MM/DD/YYYY 10
the second curtailment amount.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
CURT_ADJ_ AMT_2 The curtailment interest on the 2 No commas(,) or dollar signs ($) 11
second curtailment amount, if
applicable.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SERV_CURT_AMT_3 The third curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SERV_CURT_DATE_3 The curtailment date associated with MM/DD/YYYY 10
the third curtailment amount.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
CURT_ADJ_AMT_3 The curtailment interest on the 2 No commas(,) or dollar signs ($) 11
third curtailment amount, if
applicable.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
PIF_AMT The loan "paid in full" amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
PIF_DATE The paid in full date as reported by MM/DD/YYYY 10
the Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
Action Code Key: 15=Bankruptcy, 2
ACTION_CODE The standard FNMA numeric code used to 30=Foreclosure, , 60=PIF,
indicate the default/delinquent status 63=Substitution,
of a particular loan. 65=Repurchase,70=REO
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
INT_ADJ_AMT The amount of the interest 2 No commas(,) or dollar signs ($) 11
adjustment as reported by the
Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs ($) 11
applicable.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
LOAN_LOSS_AMT The amount the Servicer is passing 2 No commas(,) or dollar signs ($) 11
as a loss, if applicable.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal 2 No commas(,) or dollar signs ($) 11
amount due at the beginning of the
cycle date to be passed through to
investors.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SCHED_END_PRIN_BAL The scheduled principal balance due 2 No commas(,) or dollar signs ($) 11
to investors at the end of a
processing cycle.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SCHED_PRIN_AMT The scheduled principal amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer for the
current cycle -- only applicable for
Scheduled/Scheduled Loans.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
SCHED_NET_INT The scheduled gross interest amount 2 No commas(,) or dollar signs ($) 11
less the service fee amount for the
current cycle as reported by the
Servicer -- only applicable for
Scheduled/Scheduled Loans.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
ACTL_PRIN_AMT The actual principal amount 2 No commas(,) or dollar signs ($) 11
collected by the Servicer for the
current reporting cycle -- only
applicable for Actual/Actual Loans.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
ACTL_NET_INT The actual gross interest amount 2 No commas(,) or dollar signs ($) 11
less the service fee amount for the
current reporting cycle as reported
by the Servicer -- only applicable
for Actual/Actual Loans.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs ($) 11
borrower prepays on his loan as
reported by the Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for 2 No commas(,) or dollar signs ($) 11
the loan waived by the servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
MOD_TYPE The Modification Type. Varchar - value can be alpha or 30
numeric
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal 2 No commas(,) or dollar signs ($) 11
and interest advances made by
Servicer.
----------------------------------- -------------------------------------- --------- ---------------------------------- --------
EXHIBIT N-3
CALCULATION OF REALIZED LOSS/GAIN FORM 332 - INSTRUCTION SHEET
NOTE: DO NOT NET OR COMBINE ITEMS. SHOW ALL EXPENSES INDIVIDUALLY AND ALL
CREDITS AS SEPARATE LINE ITEMS. CLAIM PACKAGES ARE DUE ON THE REMITTANCE
REPORT DATE. LATE SUBMISSIONS MAY RESULT IN CLAIMS NOT BEING PASSED UNTIL
THE FOLLOWING MONTH. THE SERVICER IS RESPONSIBLE TO REMIT ALL FUNDS
PENDING LOSS APPROVAL AND /OR RESOLUTION OF ANY DISPUTED ITEMS.
The numbers on the 332 form correspond with the numbers listed below.
LIQUIDATION AND ACQUISITION EXPENSES:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees
advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee
that would have been earned if all delinquent payments had been made
as agreed. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and
servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of
the Mortgage Loan as calculated on a monthly basis. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees
advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form -
breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to
default require evidence of servicer efforts to recover
advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance
forward)
* Other expenses - copies of corporate advance history showing
all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision
and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further
documentation.
13. The total of lines 1 through 12.
CREDITS:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale,
bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial
proceeds and line (18b) for Part B/Supplemental proceeds.
TOTAL REALIZED LOSS (OR AMOUNT OF ANY GAIN)
23. The total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis ( ).
CALCULATION OF REALIZED LOSS/GAIN FORM 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
Servicer Loan No. Servicer Name Servicer Address
----------------- ----------------------- ---------------------
XXXXX FARGO BANK, N.A. LOAN NO._____________________________
Borrower's Name: ___________________________
Property Address: ___________________________
LIQUIDATION TYPE: REO SALE 3RD PARTY SALE SHORT SALE CHARGE OFF
WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN YES NO
If "Yes", provide deficiency or cramdown amount _______________________________________
LIQUIDATION AND ACQUISITION EXPENSES:
(1) Actual Unpaid Principal Balance of Mortgage Loan $_______________(1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
____________________________ ________________(12)
TOTAL EXPENSES $_______________(13)
CREDITS:
(14) Escrow Balance $_______________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________(18a) HUD
Part A
________________(18b) HUD
Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
______________________________________ ________________(21)
TOTAL CREDITS $_______________(22)
TOTAL REALIZED LOSS (OR AMOUNT OF GAIN) $_______________(23)
ESCROW DISBURSEMENT DETAIL
TYPE PERIOD OF
(TAX /INS.) DATE PAID COVERAGE TOTAL PAID BASE AMOUNT PENALTIES INTEREST
----------- --------- -------- ---------- ----------- --------- --------
Miscellaneous
32. All demands, notices and communications related to the Assigned Loans,
the Agreements and this AAR Agreement shall be in writing and shall be deemed to
have been duly given if personally delivered or mailed by registered mail,
postage prepaid, as follows:
a. In the case of the Company,
National City Mortgage Co.
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxxx Xxxx
b. In the case of the Assignor,
Xxxxxxx Xxxxx Mortgage Lending, Inc.
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMI 2006-A3
c. In the case of the Assignee,
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMI 2006-A3
17. This AAR Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
18. 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.
19. This AAR Agreement shall inure to the benefit of the successors and
assigns of the parties hereto. Any entity into which the Assignor, the Assignee
or the Company may be merged or consolidated shall without the requirement for
any further writing, be deemed the Assignor, the Assignee or the Company,
respectively hereunder.
20. This AAR Agreement shall survive the conveyance of the Assigned Loans
as contemplated in this AAR Agreement.
21. 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.
22. In the event that any provision of this AAR Agreement conflicts with
any provision of the Agreements with respect to the Assigned Loans, the terms of
this AAR Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as
of the day and year first above written.
XXXXXXX XXXXX MORTGAGE LENDING, INC.
Assignor
By:___________________________
Name:
Title:
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
Assignee
By:___________________________
Name:
Title:
NATIONAL CITY MORTGAGE CO.
Company
By:___________________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
XXXXX FARGO BANK, N.A.
Master Servicer
By:___________________________
Name:
Title:
ATTACHMENT l
ASSIGNED LOAN SCHEDULE
(Provided Upon Request)
ATTACHMENT 2
MASTER SELLER'S WARRANTIES AND SERVICING AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT
