ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement ("AAR
Agreement") made as of June 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 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 certain mortgage loans
(the "Serviced Mortgage Loans");
WHEREAS, the Company and Xxxxxxx Xxxxx Bank, USA ("MLBUSA"), as
purchaser, entered into the 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, the Company hereby agrees to service the mortgage loans
listed on Attachment 1 hereto (the "Transferred Mortgage Loans") as of the date
hereof and in accordance with the servicing provisions contained in the Xxxxx
Fargo Servicing Agreement, as amended by this AAR Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto agree that the Transferred 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.
Assignment and Assumption
1. Assignor hereby grants, sells, transfers and assigns to Assignee all of
the right, title and interest of Assignor in the Transferred Mortgage Loans.
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 Transferred 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 is a true and accurate copy
of the Xxxxx Fargo Servicing Agreement, which agreement is in full force
and effect as of the date hereof and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice of
termination been given thereunder;
(b) The Assignor was the lawful owner of the Transferred Mortgage
Loans with full right to transfer the Transferred Mortgage Loans free and
clear from any and all claims and encumbrances; and upon the transfer of
the Transferred Mortgage Loans to the Assignee as contemplated herein, the
Assignee shall have good title to each and every Transferred Mortgage Loan
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;
(d) The Assignor has no knowledge of, and has not received notice
of, any waivers under, or any modification of, any Transferred 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 Transferred
Mortgage Loans;
(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 Transferred Mortgage Loans or any
interest in the Transferred Mortgage Loans, or solicited any offer to buy
or accept a transfer, pledge or other disposition of the Transferred
Mortgage Loans, or any interest in the Transferred Mortgage Loans or
otherwise approached or negotiated with respect to the Transferred Mortgage
Loans, or any interest in the Transferred Mortgage Loans with any Person in
any manner, or made any general solicitation by means of general
advertising or in any
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other manner, or taken any other action which would constitute a
distribution of the Transferred Mortgage Loans under the Securities Act of
1933, as amended (the "1933 Act") or which would render the disposition of
the Transferred 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 Transferred 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 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.
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(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 Transferred
Mortgage Loans and otherwise to perform the obligations with respect to the
Transferred 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 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 Transferred 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-A3, Mortgage Pass-Through
Certificates (the "Certificateholders"). The Company shall establish a
Custodial Account and an Escrow Account under the Xxxxx Fargo
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Servicing Agreement with respect to the Transferred Mortgage Loans in favor
of the Trustee on behalf of the Certificateholders, and shall remit
collections received on the Transferred 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-A3, 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) except as indicated on the Company's 2006 Certification
Regarding Compliance with Applicable Servicing Criteria, 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 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 June 1, 2007, the Company shall recognize the Trustee, on
behalf of the Certificateholders, as owner of the Transferred Mortgage Loans and
will service the Transferred 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 Transferred
Mortgage Loans are part of a REMIC. In no event will the Company service the
Transferred 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 March
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
Transferred 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
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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 Transferred
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.
6. In connection therewith, the Company hereby agrees that all remittances
required to be made with respect to the Transferred 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-A3, Acct# 53138700
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-A3
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 Transferred
Mortgage Loans, the Xxxxx Fargo Servicing Agreement shall be modified as
follows:
(a) The definition of "Remittance Date" in Article I is modified
by deleting the words "immediately following" and replacing them with
"immediately preceding".
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(b) Article I 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) The following definition is added to Article I:
"Prepayment Interest Shortfall: On any Remittance Date, the sum
of the differences between (a) interest actually received in a Due
Period as a result of a full principal prepayment or partial principal
prepayment or other unscheduled receipt of principal (including as a
result of a liquidation) on each Transferred Mortgage Loan as to which
such a payment is received and (b) the scheduled interest portion of
the Monthly Payment of such Transferred Mortgage Loan, adjusted to the
applicable Mortgage Loan Remittance Rate."
(d) Article III (with the Company restating as of the date hereof
each of the representations and warranties in Section 3.01) is hereby
amended as follows:
i. Section 3.01(b) shall be replaced with the following:
"The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Company, who
is in the business of selling and servicing loans;"
ii. Section 3.01(c) shall be replaced with the following:
"Neither the execution and delivery of this Agreement or the
transactions contemplated hereby, nor the fulfillment of or compliance
with the terms and conditions of this Agreement will conflict with or
result in a breach of any of the terms, articles of association or
by-laws or any legal restriction or any agreement or instrument to
which the Company is now a party or by which it is bound, or
constitute a default or result in the violation of any law, rule,
regulation order, judgment or decree to which the Company or its
property is subject, or impair the ability of the Purchaser to realize
on the Mortgage Loans, or impair the value of the Mortgage Loans;"
iii. Section 3.01(f) shall be replaced with the following:
"The Company does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant
contained in this Agreement. The Company is solvent;"
iv. Section 3.01(h) shall be replaced with the following:
"No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and performance by the Company
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of or compliance by the Company with this Agreement or if required,
such approval has been obtained prior to the Transfer Date (as defined
in the Purchase Agreement);"
v. Sections 3.01(i) - Selection Process, (k) - Sale Treatment and
(m) - No Broker's Fee shall be deleted in their entirety and replaced
with the following:
"[Reserved]."
(e) Section 3.02 is modified by deleting such section in its
entirety and replacing it with the following:
"[Reserved]."
(f) Notwithstanding anything to the contrary in Section 3.03 of
the Xxxxx Fargo Servicing Agreement or any other provision of the Xxxxx
Fargo Servicing Agreement, a breach of the representations and warranties
contained in Section 3.01 of the Xxxxx Fargo Servicing Agreement, as
modified hereby, shall be remedied either (i) pursuant to the applicable
indemnification provisions within Section 3.03 of the Xxxxx Fargo Servicing
Agreement or (ii) by termination of the Company, as servicer, pursuant to
Section 11.01 of the Xxxxx Fargo Servicing Agreement
(g) Section 4.01 is hereby 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 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."
(h) The first paragraph of Section 4.04 is hereby 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-A3, Mortgage Pass-Through Certificates."
(i) Section 4.04(viii) is hereby modified by deleting such
section in its entirety and replacing it with the following:
"with respect to each Principal Prepayment any Prepayment
Interest Shortfall to be paid by the Company out of its funds;
provided, however, that in no event shall the aggregate of deposits
made by the Company pursuant to this clause (viii) exceed the
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aggregate amount of the Company's Servicing Fee in the calendar month
in which such deposits are required;"
(j) The first paragraph of Section 4.06 is hereby 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-A3, Mortgage Pass-Through
Certificates."
(k) The third paragraph of Section 4.10 is hereby deleted and is
replaced with the following:
"If a Mortgage is secured by a unit in a condominium project, the
Company shall use reasonable efforts to verify that the coverage
required of the owner's association, including hazard, flood,
liability and fidelity coverage is being maintained."
The fourth paragraph of Section 4.10 is hereby amended by
deleting the following from the end of such paragraph:
"and if the Mortgagor does not obtain such coverage, the Company
shall immediately force place the required coverage on the Mortgagor's
behalf"
(l) Section 4.13 is hereby deleted in its entirety and replaced
with the following:
"The Company or its agent shall inspect the Mortgaged Property as
often as deemed necessary by the Company in accordance with Accepted
Servicing Practices or as may be required by the primary mortgage
guaranty insurer, to assure itself that the value of the Mortgaged
Property is being preserved. The Company shall keep a record of each
such inspection and, upon request, shall provide the Purchaser with an
electronic report of each such inspection."
(m) Section 5.01 is hereby 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
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."
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(n) Section 5.02 is hereby 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."
(o) The second paragraph of Section 6.02 is hereby deleted and
replaced with the following:
"If the Company satisfies or releases the lien of the Mortgage
without first having obtained payment in full of the indebtedness
secured by the Mortgage (other than as a result of a modification of
the Mortgage pursuant to the terms of this Agreement or a liquidation
of the Mortgaged Property pursuant to the terms of this Agreement) or
should the Company otherwise prejudice any rights the Purchaser may
have under the mortgage instruments, the Company shall deposit in the
Custodial Account the entire outstanding principal balance, plus all
accrued interest on the related Mortgage Loan, on the day preceding
the next Remittance Date. The Company shall maintain the Fidelity Bond
and Errors and Omissions Insurance Policy as provided for in Section
4.12 insuring the Company against any loss it may sustain with respect
to any Mortgage Loan not satisfied in accordance with the procedures
set forth herein."
(p) Section 6.04 is hereby modified by replacing the phrase "the
Purchaser, any Master Servicer and any Depositor" in each instance with
"the Master Servicer".
(q) Section 6.06 is hereby modified by replacing the phrase "the
Purchaser, any Master Servicer and any Depositor" in each instance with
"the Master Servicer".
(r) Section 9.01(e) is hereby modified by replacing the phrase
"subsection (d)" with "subsection (e)" in each instance.
(s) Section 9.01(e)(i) and Section 9.01(e)(ii) are hereby deleted
in their entirety and replaced with "Reserved".
(t) Section 9.01(e)(iv) is hereby modified by replacing the
phrase "If so requested by the Purchaser or any Depositor for" with "For".
(u) Section 9.01(f)(i) is hereby modified by replacing the phrase
"Sections 4.24" with "Sections 4.26".
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(v) Section 9.01(f)(ii) is hereby 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)".
(w) Section 9.01(f)(iv) is hereby modified by replacing the
phrase "is performance under this Section 9.01(e)" with "its performance
under Sections 4.26, 6.04, 6.06 and 9.01(e)".
(x) Section 10.01(ii) is hereby modified by adding the following
language to the beginning of such section: "except with respect to clause
(x) below,"
(y) Article XII is hereby 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."
(z) 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
FORMAT
COLUMN/HEADER NAME DESCRIPTION DECIMAL COMMENT
--------------------------- ------------------------------------------------------------- ------- ------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may
be different than the LOAN_NBR
LOAN_NBR A unique identifier assigned to each loan by the originator.
CLIENT_NBR Servicer Client Number
SERV_INVESTOR_NBR Contains a unique number as assigned
by an external servicer to identify a
group of loans in their system.
BORROWER_FIRST_NAME First Name of the Borrower.
BORROWER_LAST_NAME Last name of the borrower.
PROP_ADDRESS Street Name and Number of Property
PROP_STATE The state where the property located.
PROP_ZIP Zip code where the property is located.
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the MM/DD/YYYY
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.
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POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved by MM/DD/YYYY
the courts
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was Granted.
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure MM/DD/YYYY
Action
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,)
or dollar
signs ($)
EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property MM/DD/YYYY
from the borrower.
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is occupied.
PROP_CONDITION_CODE A code that indicates the condition of the property.
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
CURR_PROP_VAL The current "as is" value of the property based on brokers 2
price opinion or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth if repairs are 2
completed pursuant to a broker's price opinion or appraisal.
IF APPLICABLE:
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a
borrower to stop paying on a loan.
Code indicates the reason why the loan
is in default for this cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY
Insurance Company.
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
12
or dollar
signs ($)
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool MM/DD/YYYY
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
13
- 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
14
EXHIBIT 2: 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
15
EXHIBIT 2: 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 LOAN LEVEL FILE LAYOUT - MASTER
SERVICING
EXHIBIT 1: Layout
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ----------- ------- -------------- ----
EACH FILE REQUIRES THE FOLLOWING FIELDS:
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 20 digits
group of loans. 20
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits
the investor. 10
16
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits
Servicer. This may be different than the 10
LOAN_NBR.
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or
interest payment that a borrower is expected to dollar signs ($) 11
pay, P&I constant.
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6
Servicer. 6
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6
fee rate as reported by the Servicer. 6
SERV_FEE_RATE The servicer's fee rate for a loan as reported 4 Max length of 6
by the Servicer. 6
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or
reported by the Servicer. dollar signs ($) 11
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or
Servicer. dollar signs ($) 11
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6
6
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6
forecasted rate. 6
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or
beginning of the processing cycle. dollar signs ($) 11
ACTL_END_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or
end of the processing cycle. dollar signs ($) 11
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY
the borrower's next payment is due to the 10
Servicer, as reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or
dollar signs ($) 11
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY
curtailment amount. 10
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or
curtailment amount, if applicable. dollar signs ($) 11
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or
dollar signs ($) 11
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY
curtailment amount. 10
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or
curtailment amount, if applicable. dollar signs ($) 11
17
EXHIBIT 1: CONTINUED STANDARD LOAN LEVEL FILE LAYOUT
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ----------- ------- -------------- ----
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or
dollar signs ($) 11
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY
curtailment amount. 10
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or
curtailment amount, if applicable. dollar signs ($) 11
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or
the Servicer. dollar signs ($) 11
PIF_DATE The paid in full date as reported by the MM/DD/YYYY
Servicer. 10
Action Code Key:
ACTION_CODE The standard FNMA numeric code used to indicate 15=Bankruptcy, 2
the default/delinquent status of a particular 30=Foreclosure,
loan. 60=PIF,
63=Substitution,
65=Repurchase,70=REO
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or
reported by the Servicer. dollar signs ($) 11
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or
applicable. dollar signs ($) 11
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or
dollar signs ($) 11
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or
if applicable. dollar signs ($) 11
PLUS THE FOLLOWING APPLICABLE FIELDS:
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due 2 No commas(,) or
at the beginning of the cycle date to be passed dollar signs ($) 11
through to investors.
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or
investors at the end of a processing cycle. dollar signs ($) 11
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or
the Servicer for the current cycle -- only dollar signs ($) 11
applicable for Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or
service fee amount for the current cycle as dollar signs ($) 11
reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or
Servicer for the current reporting cycle -- dollar signs ($) 11
only applicable for Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or
service fee amount for the current reporting dollar signs ($) 11
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
prepays on his loan as reported by the dollar signs ($) 11
Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or
waived by the servicer. dollar signs ($) 11
18
EXHIBIT 1: CONTINUED STANDARD LOAN LEVEL FILE LAYOUT
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ----------- ------- -------------- ----
MOD_DATE The Effective Payment Date of the Modification MM/DD/YYYY
for the loan. 10
MOD_TYPE The Modification Type. Varchar - value can
be alpha or numeric 30
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or
advances made by Servicer. dollar signs ($) 11
Flag to indicate if the repurchase of a loan is Y=Breach
BREACH_FLAG due to a breach of Representations and N=NO Breach 1
Warranties Let blank if N/A
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 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
19
(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 ( ).
20
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
21
(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)
22
ESCROW DISBURSEMENT DETAIL
TYPE PERIOD OF
(TAX /INS.) DATE PAID COVERAGE TOTAL PAID BASE AMOUNT PENALTIES INTEREST
----------- --------- --------- ---------- ----------- --------- --------
23
Miscellaneous
8. All demands, notices and communications related to the Transferred
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-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: MANA 2007-A3
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-A3
e. In the case of the Trustee,
24
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-A3
9. 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.
10. 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.
11. 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.
12. 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.
13. In the event that any provision of this AAR Agreement conflicts with
any provision of Xxxxx Fargo Servicing Agreement with respect to the Transferred
Mortgage Loans, the terms of this AAR Agreement shall control.
14. 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]
25
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: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
Depositor
By:
-----------------------------------
Name: Xxxx Park
Title: Authorized Signatory
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Company
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Acknowledged by:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Master Servicer
By:
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
ATTACHMENT l
TRANSFERRED MORTGAGE LOAN SCHEDULE
[INTENTIONALLY OMITTED]
ATTACHMENT 2
XXXXX FARGO SERVICING AGREEMENT
SEE EXHIBIT 99.2
