Exhibit 99.8
Execution Copy
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR
Agreement") made as of January 1, 2007, among Xxxxxxx Xxxxx Mortgage Lending,
Inc., ("Assignor"), Xxxxxxx Xxxxx Mortgage Investors, Inc., ("Assignee") and
Xxxxx Fargo Bank, N.A., (the "Company").
WITNESSETH
WHEREAS, pursuant to that certain Flow Servicing Rights Purchase and
Sale Agreement, dated as of January 1, 2007 (the "Purchase Agreement"), by and
between the Assignor and Xxxxx Fargo Bank, the Assignor has sold, and Xxxxx
Fargo Bank has purchased, the servicing rights related to the mortgage loans
listed on Attachment 1 hereto (the "Subject Mortgage Loans");
WHEREAS, the Company, and Xxxxxxx Xxxxx Bank, USA ("MLBUSA"), as
purchaser, entered into that certain Seller's Warranties and Servicing Agreement
(WFHM Mortgage Loan Series 2006-W90), dated as of November 1, 2006 (the "Xxxxx
Fargo Servicing Agreement"), between MLBUSA and the Company;
WHEREAS, under that certain Reconstituted Servicing Agreement (the
"RSA"), dated as of January 1, 2007, between Assignor and the Company, the
Company is servicing the Subject Mortgage Loans in accordance with the servicing
provisions contained in the Xxxxx Fargo Servicing Agreement and the RSA, and the
parties hereby agree that the Company shall service the Subject Mortgage Loans
in accordance with the Xxxxx Fargo Servicing Agreement, as amended by this AAR
Agreement;
WHEREAS MLBUSA assigned all of its right, title and interest in, to
and under the Xxxxx Fargo Servicing Agreement with respect to the Subject
Mortgage Loans to Assignor pursuant to that certain Assignment, Assumption and
Recognition Agreement dated as of January 1, 2007 among MLBUSA, Assignor and the
Company (the "MLBUSA AAR Agreement"); and
WHEREAS, the Assignor wishes to assign to Assignee all of its right,
title and interest with respect to the Mortgage Loans and all of its right,
title and interest under the Xxxxx Fargo Servicing Agreement and the MLBUSA AAR
Agreement, with respect to the Subject Mortgage Loans, and Assignee wishes to
assume all of Assignor's right, title and interest in and to such Subject
Mortgage Loans as provided in the Pooling and Servicing Agreement and the Xxxxx
Fargo Servicing Agreement and the MLBUSA AAR Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein the parties hereto agree that the Subject Mortgage Loans shall be subject
to the terms of this AAR Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Xxxxx Fargo Servicing
Agreement.
MANA 2007-A1
Xxxxx Fargo AAR
Assignment and Assumption
1. Assignor hereby grants, sells, transfers and assigns to Assignee all of
the right, title and interest of Assignor in the Subject Mortgage Loans and, as
they relate to the Subject Mortgage Loans, all of its right, title and interest
in, to and under the Xxxxx Fargo Servicing Agreement and the MLBUSA AAR
Agreement. Assignor specifically reserves and does not assign to Assignee any
right, title and interest in, to or under any Subject Mortgage Loans subject to
the Xxxxx Fargo Servicing other than those set forth on Attachment l hereto.
Notwithstanding anything to the contrary contained herein, Assignor is retaining
the right to enforce the representations and warranties made by the Company
prior to the date hereof with respect to the Subject Mortgage Loans and the
Company.
Representations, Warranties and Covenants
2. The following representations and warranties are hereby made by the
Assignor to the Company and the Assignee as of the date hereof:
(a) Attached hereto as Attachment 2 are true and accurate copies
of the Xxxxx Fargo Servicing Agreement and the MLBUSA AAR Agreement, 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 Subject Mortgage
Loans with full right to transfer the Subject Mortgage Loans and any and
all of its interests, rights and obligations under the Xxxxx Fargo
Servicing Agreement and the MLBUSA AAR Agreement as they relate to the
Subject Mortgage Loans, free and clear from any and all claims and
encumbrances; and upon the transfer of the Subject Mortgage Loans to the
Assignee as contemplated herein, the Assignee shall have good title to each
and every Subject Mortgage Loan, as well as any and all of the Assignor's
interests, rights and obligations under the Xxxxx Fargo Servicing Agreement
and the MLBUSA AAR Agreement as they relate to the Subject Mortgage Loans,
free and clear of any and all liens, claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses
available to the Assignor with respect to the Xxxxx Fargo Servicing
Agreement and the MLBUSA AAR Agreement;
(d) The Assignor has no knowledge of, and has not received notice
of, any waivers under, or any modification of, any Subject Mortgage Loan;
(e) The Assignor is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, and has
all requisite power and authority to acquire, own and sell the Subject
Mortgage Loans;
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(f) The Assignor has full corporate power and authority to
execute, deliver and perform its obligations under this AAR Agreement, and
to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this AAR Agreement is in the ordinary course
of 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 Assignor is now a party or by which it is bound, or
result in the violation of any law, rule, regulation, order, judgment or
decree to which Assignor or its property is subject. The execution,
delivery and performance by the Assignor of this AAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on 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; and
(g) No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Assignor in connection with the
execution, delivery or performance by the Assignor of this Assignment, 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 Subject Mortgage Loans or any interest in
the Subject Mortgage Loans, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Subject Mortgage Loans, or any
interest in the Subject Mortgage Loans or otherwise approached or
negotiated with respect to the Subject Mortgage Loans, or any interest in
the Subject Mortgage 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 Subject Mortgage Loans under the Securities Act of 1933, as amended
(the "1933 Act") or which would render the disposition of the Subject
Mortgage Loans a violation of Section 5 of the 1933 Act or require
registration pursuant thereto.
3. The Assignee represents, warrants and covenants with the Assignor and
the Company that:
(a) The Assignee is duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
formation and has full power and authority (corporate and other) necessary
to acquire, own or purchase the Subject Mortgage Loans and to conduct its
business as now conducted by it and to enter into and perform its
obligations under this AAR Agreement.
(b) It has the full corporate power and authority to execute,
deliver and perform, and to enter into and consummate the transactions
contemplated by this AAR Agreement and has duly authorized by all necessary
corporate action on its part the
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execution, delivery and performance of this AAR Agreement; and this AAR
Agreement, assuming the due authorization, execution and delivery hereof by
the other parties hereto, constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except
that (1) the enforceability hereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally and (2) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefor may be brought and further subject to public policy with respect
to indemnity and contribution under applicable securities law.
(c) The execution and delivery of this AAR Agreement by it, the
consummation of any other of the transactions contemplated by this AAR
Agreement, and the fulfillment of or compliance with the terms hereof are
in its ordinary course of business and will not (1) result in a material
breach of any term or provision of its charter or by-laws, (2) materially
conflict with, result in a material breach, violation or acceleration of,
or result in a material default under, the terms of any other material
agreement or instrument to which it is a party or by which it may be bound,
or (3) constitute a material violation of any statute, order or regulation
applicable to it of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it; and it is not in breach or
violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may impair its ability to
perform or meet any of its obligations under this AAR Agreement.
(d) No litigation is pending or, to the best of its knowledge,
threatened, against it that would materially and adversely affect the
execution, delivery or enforceability of this AAR Agreement or its ability
to perform any of its obligations under this AAR Agreement in accordance
with the terms hereof.
(e) No consent, approval, authorization or order of any court or
governmental agency or body is required for its execution, delivery and
performance of, or compliance with, this AAR Agreement or the consummation
of the transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, it has obtained the same.
4. The following representations, warranties and covenants are hereby made
by the Company to the Assignor and the Assignee as of the date hereof:
(a) The Company is duly organized, validly existing and in good
standing under the laws of the United States of America, and has all
requisite power and authority to service and administer the Subject
Mortgage Loans and otherwise to perform the obligations with respect to the
Subject Mortgage Loans set forth in the Xxxxx Fargo Servicing Agreement.
(b) The Company has full power and authority to execute, deliver
and perform its obligations under this AAR Agreement, and to consummate the
transactions
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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 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
other parties hereto, 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 administered
by the FDIC affecting the contract obligations of insured banks now or
hereafter in effect, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law.
(c) No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is
required to be obtained or made by 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.
(d) The Company shall service the Subject Mortgage Loans in
accordance with the terms and provisions of the Xxxxx Fargo Servicing
Agreement, as modified by this AAR Agreement, for the exclusive benefit of
the Trustee (as defined below), on behalf of the holders of the Xxxxxxx
Xxxxx Alternative Note Asset Trust, Series 2007-A1, Mortgage Pass-Through
Certificates (the "Certificateholders"). The Company shall establish a
Custodial Account and an Escrow Account under the Xxxxx Fargo Servicing
Agreement with respect to the Subject Mortgage Loans in favor of the
Trustee on behalf of the Certificateholders, and shall remit collections
received on the Subject Mortgage Loans to the appropriate account as
required by the Xxxxx Fargo Servicing Agreement. The Custodial Account and
the Escrow Account each shall be entitled "Xxxxx Fargo Bank, N. A., as
Servicer, in trust for Xxxxx Fargo Bank, N. A., as Securities Administrator
for Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-A1, Mortgage
Pass-Through Certificates" and shall be an Eligible Account.
(e) (1) No default or servicing related performance trigger has
occurred as to any other securitization due to any act or failure to act of
the Company; (2) no material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by
the Company; (3) the Company has not been terminated as servicer in a
residential mortgage loan securitization, either due to a servicing default
or to application of a servicing performance test or trigger; (4) no
material changes to the Company's servicing policies and procedures for
similar loans has occurred in the preceding three years; (5) there are no
aspects of the Company's financial condition that could reasonably be
expected to have a material adverse impact on the performance by the
Company of its obligations hereunder; (6) there are no legal proceedings
pending, or
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known to be contemplated by governmental authorities, against the Company
that could be material to investors in the securities issued; and (7) there
are no affiliations, relationships or transactions relating to the Company
of a type that are described under Item 1119 of Regulation AB (other than
with respect to the Company's affiliation with the Custodian, the Master
Servicer (as defined below) and the Securities Administrator).
Recognition of Assignee
5. From and after the Closing Date, the Company shall recognize the
Trustee, on behalf of the Certificateholders, as owner of the Subject Mortgage
Loans and will service the Subject Mortgage Loans in accordance with the Xxxxx
Fargo Servicing Agreement (as modified herein), the terms of which are
incorporated herein by reference. The Company hereby acknowledges that the
Subject Mortgage Loans are part of a REMIC. In no event will the Company service
the Subject Mortgage Loans in a manner that would (i) cause the REMIC to fail to
qualify as a REMIC or (ii) result in the imposition of a tax upon the REMIC
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code).
The Company hereby acknowledges that the Master Servicer, acting
pursuant to the terms of the Pooling and Servicing Agreement, dated as of
January 1, 2007, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (the
"Depositor"), Xxxxx Fargo Bank N.A., as master servicer (the "Master Servicer")
and securities administrator (the "Securities Administrator"), and HSBC Bank
USA, as trustee (the "Trustee") (the "Pooling and Servicing Agreement"), has the
right to enforce all obligations of the Company, as they relate to the Subject
Mortgage Loans, under the Xxxxx Fargo Servicing Agreement, as modified by this
AAR Agreement. Such right will include, without limitation, the right to
indemnification, the right to terminate the Company under the Xxxxx Fargo
Servicing Agreement upon the occurrence of an Event of Default thereunder and
the right to exercise certain rights of consent and approval relating to actions
taken by the Company under the Xxxxx Fargo Servicing Agreement. In addition, any
notice required to be given by the "Purchaser" pursuant to Section 10.01 of the
Xxxxx Fargo Servicing Agreement shall be given by the Master Servicer. The
Company further acknowledges that pursuant to the terms of the Pooling and
Servicing Agreement, the Master Servicer is required to monitor the performance
of the Company under the Xxxxx Fargo Servicing Agreement, as modified by this
AAR Agreement. The Master Servicer shall have the right to receive all
remittances required to be made by the Company under the Xxxxx Fargo Servicing
Agreement, the right to receive all monthly reports and other data required to
be delivered by the Company under the Xxxxx Fargo Servicing Agreement, as
modified by this AAR Agreement, the right to examine the books and records of
the Company pertaining to the Subject Mortgage Loans under the Xxxxx Fargo
Servicing Agreement and the right to indemnification under the Xxxxx Fargo
Servicing Agreement. In addition, if the Company shall fail to remit any payment
pursuant to the Xxxxx Fargo Servicing Agreement, as modified by this AAR
Agreement, the Master Servicer shall notify the Company of such failure as set
forth in Section 10.01 of the Xxxxx Fargo Servicing Agreement.
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6. In connection therewith, the Company hereby agrees that all remittances
required to be made with respect to the Subject Mortgage Loans pursuant to the
Xxxxx Fargo Servicing 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: MANA Series 2007-A1, Acct# 50980700
and the Company shall deliver all reports required to be delivered under the
Xxxxx Fargo Servicing Agreement to the Master Servicer at:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Services Manager - MANA 2007-A1
It is the intention of the parties hereto that this AAR Agreement shall be
binding upon and inure to the benefit of the respective successors and assigns
of the parties hereto.
Modification of the Xxxxx Fargo Servicing Agreement
7. In connection with the servicing and administration of the Subject
Mortgage Loans, the Xxxxx Fargo Servicing Agreement shall be modified as
follows:
(a) The definition of "Remittance Date" in Article I of the Xxxxx
Fargo Servicing Agreement is modified by deleting the words "immediately
following" and replacing them with "immediately preceding".
(b) Article I of the Xxxxx Fargo Servicing Agreement is modified
by deleting the definition of "Business Day" in its entirety and replacing
it with the following:
"Business Day: Any day other than (i) a Saturday or Sunday, or
(ii) a day on which the New York Stock Exchange or Federal Reserve is
closed or on which banking and savings and loan institutions in the
State of Maryland, State of Minnesota or State of California are
authorized or obligated by law or executive order to be closed."
(c) Section 3.02 of the Xxxxx Fargo Servicing Agreement is
modified by deleting such section in its entirety and replacing it with the
following:
"[Reserved].
(d) Section 4.01 of the Xxxxx Fargo Servicing Agreement is
modified by adding the following new paragraph after the second paragraph
of such section.
"Notwithstanding the foregoing, in the event that any Mortgage
Loan is in default or, in the judgment of the Company, such default is
reasonably foreseeable, the
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Company, consistent with Accepted Servicing Practices may waive,
modify or vary any term of such Mortgage Loan (including, but not
limited to, modifications that change the Mortgage Interest Rate,
forgive the payment of principal or interest or extend the final
maturity date of such Mortgage Loan), accept payment from the related
Mortgagor of an amount less than the scheduled principal balance in
final satisfaction of such Mortgage Loan, or consent to the
postponement of strict compliance with any such term or otherwise
grant indulgence to any Mortgagor if in the Company's determination
such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Purchaser."
(e) The first paragraph of Section 4.04 of the Xxxxx Fargo
Servicing Agreement is modified by replacing the phrase "Xxxxx Fargo Bank,
N.A., in trust for the Purchaser and/or subsequent purchasers of Mortgage
Loans - P&I." with "Xxxxx Fargo Bank, N. A., as Servicer, in trust for
Xxxxx Fargo Bank, N. A., as Securities Administrator for Xxxxxxx Xxxxx
Alternative Note Asset Trust, Series 2007-A1, Mortgage Pass-Through
Certificates."
(f) Section 4.04(viii) of the Xxxxx Fargo Servicing Agreement is
modified by deleting such section in its entirety and replacing it with the
following:
"with respect to each Principal Prepayment an amount (to be paid
by the Company out of its funds) which, when added to all amounts
allocable to interest received in connection with the Principal
Prepayment, equals one month's interest on the amount of principal so
prepaid at the Mortgage Loan Remittance Rate; provided, however, that
in no event shall the aggregate of deposits made by the Company
pursuant to this clause (viii) exceed the aggregate amount of the
Company's Servicing Fee in the calendar month in which such deposits
are required;"
(g) The first paragraph of Section 4.06 of the Xxxxx Fargo
Servicing Agreement is modified by replacing the phrase "Xxxxx Fargo Bank,
N.A., in trust for the Purchaser and/or subsequent purchasers of the
Residential Mortgage Loans, and various Mortgagors - T&I." with "Xxxxx
Fargo Bank, N. A., as Servicer, in trust for Xxxxx Fargo Bank, N. A., as
Securities Administrator for Xxxxxxx Xxxxx Alternative Note Asset Trust,
Series 2007-A1, Mortgage Pass-Through Certificates."
(h) Section 5.01 of the Xxxxx Fargo Servicing Agreement is
modified 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 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 (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
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Date. Payments 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."
(i) Section 5.02 of the Xxxxx Fargo Servicing Agreement is
modified by deleting 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 Master Servicer a delinquency report
in the form set forth in Exhibit J-1, a monthly remittance advice in
the form set forth in Exhibit J-2, and a realized loss report in the
form set forth in Exhibit J-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 Master Servicer
may reasonably require to allocate distributions made pursuant to this
Agreement and to provide appropriate statements in connection
therewith."
(j) Section 6.04 of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "the Purchaser, any Master Servicer and
any Depositor" with "the Master Servicer".
(k) Section 6.04 of the Xxxxx Fargo Servicing Agreement is
further modified by replacing the phrase "the Purchaser, such Master
Servicer and such Depositor" with "the Master Servicer".
(l) Section 6.06 of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "the Purchaser, any Master Servicer and
any Depositor" with "the Master Servicer".
(m) Section 6.06 of the Xxxxx Fargo Servicing Agreement is
further modified by replacing the phrase "the Purchaser, such Master
Servicer and such Depositor" with "the Master Servicer".
(n) Section 6.06 of the Xxxxx Fargo Servicing Agreement is
further modified by replacing the phrase "the Purchaser and such Depositor"
with "the Master Servicer".
(o) Section 9.01(e) of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "subsection (d)" with "subsection (e)" in
each instance.
(p) Section 9.01(e)(iv) of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "If so requested by the Purchaser or any
Depositor for" with "For".
(q) Section 9.01(f)(i) of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "Sections 4.24" with "Sections 4.26".
(r) Section 9.01(f)(ii) of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "any breach by the Company of its
obligations under this Section 9.01(e)" with "any breach by the Company of
its obligations under Sections 4.26, 6.04, 6.06 and 9.01(e)".
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(s) Section 9.01(f)(iv) of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "performance under this Section 9.01(e)"
with "performance under Sections 4.26, 6.04, 6.06 and 9.01(e)".
(t) Section 10.01(ii) of the Xxxxx Fargo Servicing Agreement is
modified by adding the following language to the beginning of such section:
"except with respect to clause (x) below,"
(u) Article XII of the Xxxxx Fargo Servicing Agreement is
modified by adding the following new Section 12.15:
"Section 12.15. Third Party Beneficiary.
For purposes of this Article XII and any related provisions thereto, any
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."
(v) The Xxxxx Fargo Servicing Agreement is modified by adding the
following new exhibits at the end thereto:
"EXHIBIT J-1
EXHIBIT : STANDARD FILE LAYOUT - DELINQUENCY REPORTING
* The column/header names in BOLD are the minimum fields Xxxxx 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 MM/DD/YYYY
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 MM/DD/YYYY
filed.
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.
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POST_PETITION_DUE_DATE The payment due date once the bankruptcy has MM/DD/YYYY
been approved by the courts
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By MM/DD/YYYY
The Servicer
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan MM/DD/YYYY
Such As;
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled MM/DD/YYYY
To End/Close
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually MM/DD/YYYY
Completed
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 MM/DD/YYYY
expected to occur.
FRCLSR_SALE_DATE The actual date of the foreclosure sale.
FRCLSR_SALE_AMT The amount a property sold for at the 2 No commas(,)
foreclosure sale. or dollar
signs ($)
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
EVICTION_COMPLETED_DATE The date the court revokes legal possession of MM/DD/YYYY
the property from the borrower.
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
LIST_DATE The date an REO property is listed at a MM/DD/YYYY
particular price.
OFFER_AMT The dollar value of an offer for an REO 2 No commas(,)
property. or dollar
signs ($)
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
REO_CLOSING_DATE The date the REO sale of the property is MM/DD/YYYY
scheduled to close.
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is occupied.
PROP_CONDITION_CODE A code that indicates the condition of the
property.
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth if 2
repairs are completed pursuant to a broker's
price opinion or appraisal.
IF APPLICABLE:
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a borrower to
stop paying on a loan. Code indicates the
reason why the loan is in default for this
cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
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 ($)
11
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance MM/DD/YYYY
Company
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance 2 No commas(,)
Company or dollar
signs ($)
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was MM/DD/YYYY
Issued By 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 ($)
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
MOTION_FOR_RELIEF_DATE The date the Motion for Relief was filed 10 MM/DD/YYYY
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 No commas(,)
property. or dollar
signs ($)
BPO_DATE The date the BPO was done.
CURRENT_FICO The current FICO score
ACTION_CODE Indicates loan status Number
ACTUAL_PAYMENT_PLAN_START_DATE MM/DD/YYYY
ACTUAL_PAYMENT_ PLAN_END_DATE
ACTUAL_REO_START_DATE MM/DD/YYYY
REO_SALES_PRICE Number
STANDARD FILE CODES - DELINQUENCY REPORTING
The LOSS MIT TYPE field should show the approved Loss Mitigation Code as
follows:
- ASUM- Approved Assumption
- BAP- Borrower Assistance Program
- CO- Charge Off
- DIL- Deed-in-Lieu
- FFA- Formal Forbearance Agreement
- MOD- Loan Modification
- PRE- Pre-Sale
- SS- Short Sale
- MISC- Anything else approved by the PMI or Pool Insurer
12
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
13
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
14
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 J-2
STANDARD FILE LAYOUT - MASTER SERVICING
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ------------------------------------------------ ------- --------------------------------------- ----
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10
investor.
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
BORROWER_NAME The borrower name as received in the file. It is Maximum length of 30 (Last, First) 30
not separated by first and last name.
15
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs ($) 11
interest payment that a borrower is expected to
pay, P&I constant.
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
SERV_FEE_RATE The servicer's fee rate for a loan as reported 4 Max length of 6 6
by the Servicer.
SERV_FEE_AMT The servicer's fee amount for a loan as reported 2 No commas(,) or dollar signs ($) 11
by the Servicer.
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or dollar signs ($) 11
Servicer.
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 4 Max length of 6 6
forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or dollar signs ($) 11
beginning of the processing cycle.
ACTL_END_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or dollar signs ($) 11
end of the processing cycle.
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY 10
borrower's next payment is due to the Servicer,
as reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs ($) 11
curtailment amount, if applicable.
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs ($) 11
curtailment amount, if applicable.
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs ($) 11
curtailment amount, if applicable.
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs ($) 11
the Servicer.
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
ACTION_CODE The standard FNMA numeric code used to indicate Action Code Key: 15=Bankruptcy, 2
the default/delinquent status of a particular 30=Foreclosure, , 60=PIF,
loan. 63=Substitution,
65=Repurchase,70=REO
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs ($) 11
applicable.
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar signs ($) 11
16
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No commas(,) or dollar signs ($) 11
applicable.
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due 2 No commas(,) or dollar signs ($) 11
at the beginning of the cycle date to be passed
through to investors.
SCHED_END_PRIN_BAL The scheduled principal balance due to investors 2 No commas(,) or dollar signs ($) 11
at the end of a processing cycle.
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs ($) 11
the Servicer for the current cycle -- only
applicable for Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs ($) 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs ($) 11
Servicer for the current reporting cycle -- only
applicable for Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or dollar signs ($) 11
service fee amount for the current reporting
cycle as reported by the Servicer -- only
applicable for Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs ($) 11
prepays on his loan as reported by the Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs ($) 11
waived by the servicer.
MOD_DATE The Effective Payment Date of the Modification MM/DD/YYYY 10
for the loan.
MOD_TYPE The Modification Type. Varchar - value can be alpha or numeric 30
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or dollar signs ($) 11
advances made by Servicer.
EXHIBIT J-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
17
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 Servicing Officer certification
* 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 ( ).
18
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)
(14) Escrow Balance _____________(15)
(15) HIP Refund _____________(16)
(16) Rental Receipts _____________(17)
(17) Hazard Loss Proceeds _____________(18a)
(18) Primary Mortgage Insurance / Gov't Insurance
HUD Part A _____________(18b)
HUD Part B
19
(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)
20
ESCROW DISBURSEMENT DETAIL
TYPE DATE PERIOD OF TOTAL BASE
(TAX /INS.) PAID COVERAGE PAID AMOUNT PENALTIES INTEREST
----------- ---- --------- ----- ------ --------- --------
21
Miscellaneous
9. All demands, notices and communications related to the Subject Mortgage
Loans, the Xxxxx Fargo Servicing Agreement 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,
Xxxxx Fargo Bank, N.A.
1 Home Xxxxxx
Xxx Xxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxx, MAC X2302-033
Fax: (000) 000-0000
with a copy to:
Xxxxx Fargo Bank, N.A.
1 Home Campus
Xxx Xxxxxx, Xxxx 00000-0000
Attention: General Counsel MAC X2401-06T
b. In the case of the Assignor,
Xxxxxxx Xxxxx Mortgage Lending, Inc.
World Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MANA 2007-A1
c. In the case of the Assignee,
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MANA 2007-A1
d. In the case of the Master Servicer,
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - MANA 2007-A1
e. In the case of the Trustee,
22
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Issuer Trust Services - Xxxxxxx Xxxxx
Mortgage Investors, Inc.,
MANA Series 2007-A1
10. This AAR Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflicts of law principles (other than
Section 5-1401 of the New York General Obligations Law which shall govern), and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
11. 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.
12. This AAR Agreement shall inure to the benefit of the successors and
assigns of the parties hereto. Any entity into which any party hereto may be
merged or consolidated shall without the requirement for any further writing, be
deemed to be parties hereto as if such entity was originally a signatory hereto.
13. 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.
14. In the event that any provision of this AAR Agreement conflicts with
any provision of Xxxxx Fargo Servicing Agreement with respect to the Subject
Mortgage Loans, the terms of this AAR Agreement shall control.
15. Each party will pay any commissions, fees and expenses, including
attorney's fees, it has incurred in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this AAR
Agreement.
[signature pages follow]
23
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.
Servicing Rights Owner
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
Depositor
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Company
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Master Servicer
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ATTACHMENT l
SUBJECT MORTGAGE LOAN SCHEDULE
[INTENTIONALLY OMITTED]
ATTACHMENT 2
XXXXX FARGO SERVICING AGREEMENT
[INTENTIONALLY OMITTED]