EXHIBIT 99.2
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR
Agreement") made as of September 1, 2006, among Xxxxxxx Xxxxx Mortgage Lending,
Inc., having an address at 4 World Financial Center, New York, New York 10080
(the "Assignor"), Xxxxxxx Xxxxx Mortgage Investors, Inc., having an address at 4
World Financial Center, 10th Floor, New York, New York 10080 (the "Assignee"),
and IndyMac Bank, F.S.B., as seller (the "Seller") and servicer (the
"Servicer"), having an address at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx
00000-0000.
WHEREAS, the Assignor acquired the mortgage loans set forth on
Attachment 1 annexed hereto (the "Assigned Loans") from the Seller pursuant to
that certain Master Seller's Warranties and Servicing Agreement, dated as of May
1, 2006, between the Assignor and the Seller (the "Purchase and Servicing
Agreement");
In consideration of the mutual promises contained herein the parties
hereto agree that the Assigned 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 Purchase and Servicing Agreement.
Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the
right, title and interest of Assignor in the Assigned Loans and, as they relate
to the Assigned Loans, all of its right, title and interest in, to and under the
Purchase and Servicing Agreement. Assignor specifically reserves and does not
assign to Assignee any right, title and interest in, to or under any Mortgage
Loans subject to the Purchase and Servicing Agreement other than those set forth
on Attachment l. Notwithstanding anything to the contrary contained herein, the
Assignor is retaining the right to enforce the representations and warranties
made by the Seller and the Servicer prior to the date hereof with respect to the
Assigned Loans and the Seller and the Servicer.
Representations; Warranties and Covenants
2. Assignor warrants and represents to Assignee and Servicer as of the date
hereof:
a. Attached hereto as Attachment 2 is a true and accurate copy of the
Purchase and Servicing Agreement, which is in full force and effect as of the
date hereof and the provisions of which have not been waived, amended or
modified in any respect, nor has any notice of termination been given
thereunder;
b. Assignor was the lawful owner of the Assigned Loans with full right
to transfer the Assigned Loans and any and all of its interests, rights and
obligations under the Purchase and Servicing Agreement as it relates to the
Assigned Loans, free and clear of any and all liens, claims and encumbrances;
and upon the transfer of the Assigned Loans to Assignee as contemplated herein,
Assignee shall have good title to each and every Assigned Loan, as well as any
and all of Assignor's interests, rights and obligations under the Purchase and
Servicing
Agreement as it relates to the Assigned Loans, free and clear of any and all
liens, claims and encumbrances;
c. Assignor has not received notice of, and has no knowledge of, any
offsets, counterclaims or other defenses available to Servicer with respect to
the Assigned Loans or the Purchase and Servicing Agreement;
d. Assignor has not waived or agreed to any waiver under, or agreed to
any amendment or other modifications of, the Purchase and Servicing Agreement.
Assignor has no knowledge of, and has not received notice of, any waivers under
or any amendments or other modifications of, or assignment of rights or
obligations under the Purchase and Servicing Agreement;
e. Assignor is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its formation, and has all
requisite power and authority to acquire, own and sell the Assigned Loans;
f. Assignor has full power and authority to execute, deliver and
perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this AAR Agreement is in the ordinary course of Assignor's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of 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 Assignor of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary action on the part of Assignor. This AAR Agreement has been duly
executed and delivered by Assignor and, upon the due authorization, execution
and delivery by Assignee and Servicer, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor in accordance with
its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
g. No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is required to
be obtained or made by Assignor in connection with the execution, delivery or
performance by Assignor of this AAR Agreement, or the consummation by it of the
transactions contemplated hereby. Neither Assignor nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to
buy or accept transfer, pledge or other disposition of the Assigned Loans, or
any interest in the Assigned Loans, or otherwise approached or negotiated with
respect to the Assigned Loans, or any interest in the Assigned Loans, with any
Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would
constitute a distribution of the Assigned Loans under the Securities Act of
1933, as amended (the "1933 Act") or which would render the disposition of the
Assigned Loans a violation of Section 5 of the 1933 Act or require registration
pursuant thereto; and
h. Assignor has received from Seller, and has delivered to Assignee,
all documents required to be delivered to Assignor by Seller prior to the date
hereof pursuant to Section 2.01 of the Purchase and Servicing Agreement with
respect to the Assigned Loans.
3. Assignee warrants and represents to, and covenants with, Assignor and
Servicer as of the date hereof:
a. Assignee is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its formation and has all
requisite power and authority to acquire, own and purchase the Assigned Loans;
b. Assignee has full power and authority to execute, deliver and
perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this AAR Agreement is in the ordinary course of Assignee's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Assignee is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Assignee or its property is subject. The execution,
delivery and performance by Assignee of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary action on the part of Assignee. This AAR Agreement has been duly
executed and delivered by Assignee and, upon the due authorization, execution
and delivery by Assignor and Servicer, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee in accordance with
its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
c. No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is required to
be obtained or made by Assignee in connection with the execution, delivery or
performance by Assignee of this AAR Agreement, or the consummation by it of the
transactions contemplated hereby;
d. There is no action, suit, proceeding, investigation or litigation
pending or, to Assignee's knowledge, threatened, which either in any instance or
in the aggregate, if determined adversely to Assignee, would adversely affect
Assignee's execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignee's ability to perform its obligations under this AAR
Agreement;
e. Assignee understands that the Assigned Loans have not been
registered under the 1933 Act or the securities laws of any state; and
f. Assignee is either (i) not an employee benefit plan that is subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986 (the "Code")(a "Plan") and not
a Person acting, directly or indirectly, on behalf of or investing with "plan
assets" of any such Plan or (ii) an employee benefit plan that is subject to
ERISA and the assignment contemplated herein does not constitute
and will not result in non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code.
4. IndyMac Bank, F.S.B. ("IndyMac") warrants and represents to, and
covenants with, Assignor and Assignee that as of the date hereof:
a. IndyMac is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation;
b. IndyMac 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 IndyMac's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of IndyMac's charter or by-laws or any legal restriction, or any
material agreement or instrument to which IndyMac 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 IndyMac or its property is subject. The execution,
delivery and performance by IndyMac 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 IndyMac. This AAR Agreement has been duly
executed and delivered by IndyMac and, upon the due authorization, execution and
delivery by Assignor and Assignee, will constitute the valid and legally binding
obligation of IndyMac enforceable against IndyMac 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
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 IndyMac in connection with the execution, delivery or performance by
IndyMac of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby.
5. The Servicer hereby restates, as of the date hereof, the representations
and warranties contained in Section 3.02 of the Purchase and Servicing
Agreement, to and for the benefit of the Assignee, and by this reference
incorporates such representations and warranties herein, as of the date hereof.
Recognition of Assignee
6. (a) From and after the date hereof, the Servicer shall recognize the
Assignee as the owner of the Assigned Loans, and the Servicer will service the
Assigned Loans in accordance with the servicing provisions contained in the
Purchase and Servicing Agreement for the benefit of the Assignee, and shall look
solely to the Assignee for performance of the obligations of the Purchaser under
the Purchase and Servicing Agreement with respect to the Assigned Loans. The
Assignee hereby agrees and acknowledges that it shall uphold, or shall require
its agents to uphold, the obligations of the Purchaser contained in the Purchase
and Servicing Agreement.
(b) The Servicer acknowledges that Xxxxx Fargo Bank, N.A. (the "Master
Servicer" and "Securities Administrator") has been appointed as the master
servicer of the
Assigned Loans pursuant to the Pooling and Servicing Agreement, dated as of
September 1, 2006, by and among the Assignee, the Master Servicer, the
Securities Administrator and HSBC Bank USA, National Association (the "Pooling
and Servicing Agreement"). The Servicer shall deliver all reports required to be
delivered under the Purchase and Servicing Agreement to:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxx Mortgage Investors, Inc., Series 2006-AF1
(c) The Servicer hereby acknowledges that the Master Servicer has the
right to enforce all obligations of the Servicer under the Purchase and
Servicing Agreement acting on behalf of the Assignee, as owner of the Assigned
Loans. Such rights will include, without limitation, the right to terminate the
Servicer under the Purchase and Servicing Agreement upon the occurrence of an
event of default thereunder, the right to receive all remittances required to be
made by the Servicer under the Purchase and Servicing Agreement, the right to
receive all monthly reports and other data required to be delivered by the
Servicer under the Purchase and Servicing Agreement, the right to examine the
books and records of the Servicer and the right to exercise certain rights of
consent and approval relating to actions taken by the Assignor. The Master
Servicer shall be entitled to indemnification to the extent provided in Section
7A.07 andArticle 9 of the Purchase and Servicing Agreement. Notwithstanding the
foregoing, it is understood that the Servicer shall not be obligated to defend
and indemnify and hold harmless the Master Servicer, the Assignee and the
Assignor from and against any losses, damages, penalties, fines, forfeitures,
judgments and any related costs including, without limitation, reasonable and
necessary legal fees, resulting from (i) actions or inactions of the Servicer
which were taken or omitted upon the instruction or direction of the Master
Servicer or (ii) the failure of the Master Servicer to perform its obligations
under the Purchase and Servicing Agreement, to the extent that the Master
Servicer has such obligations. In addition, the Assignee shall indemnify the
Servicer and hold it harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that the Servicer may
sustain in any way related to (a) actions or inactions of the Servicer which
were taken or omitted upon the instruction or direction of the Trustee or Master
Servicer, as applicable, or (b) the failure of the Trustee or the Master
Servicer, as applicable, to perform its obligations under the Purchase and
Servicing Agreement and this AAR Agreement.
The Servicer shall make all distributions under the Purchase and
Servicing Agreement to the Master Servicer by wire transfer of immediately
available funds to:
Xxxxx Fargo Bank, N.A.
ABA Number: #000-000-000
Account Name: Corporate Trust Clearing
Account number: 0000000000
For further credit to: MLMI 2006-AF1
Distribution Account Number: 00000000
(d) The Servicer shall deliver all reports required to be delivered
under the Purchase and Servicing Agreement to the Master Servicer at the
following address:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-AF1
Modification of the Purchase and Servicing Agreement
7. IndyMac is hereby notified, and IndyMac hereby acknowledges receipt of
such notification, that a REMIC election has been made with respect to the
Assigned Loans.
8. The Assignee and the Servicer hereby amend Article 1 of the Purchase and
Servicing Agreement, as it pertains to the Assigned Loans, by:
(a) 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 Federal Reserve is closed, or (iii) a day on which banking
institutions in the jurisdiction in which the Master Servicer or the Servicer
are authorized or obligated by law or executive order to be closed.";
(b) deleting the definition of "First Remittance Date" in its entirety
and replacing it with the following:
"First Remittance Date: October 18, 2006.";
(c) deleting the definition of "Remittance Date" in its entirety and
replacing it with the following:
"Remittance Date: The 18th day (or if such 18th day is not a Business
Day, the preceding Business Day) of any month, beginning with the First
Remittance Date.";
(d) deleting the definition of "Subservicer" in its entirety and
replacing it with the following:
"Subservicer: Any Person that services Mortgage Loans on behalf of the
Company or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of
the material servicing functions required to be performed by the Company under
this Agreement or any Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB."; and
(e) adding the following definitions in alphabetical order:
"Exchange Act: The Securities Exchange Act of 1934, as amended."
"Master Servicer: Xxxxx Fargo Bank, N.A., or its successors in interest."
"Reconstitution: Any Securitization Transaction or Whole Loan Transfer."
"Securities Act: The Securities Act of 1933, as amended."
"Trustee: The party named as trustee in any agreement pursuant to a
Securitization Transaction."
9. The Assignee and the Servicer hereby amend the Purchase and Servicing
Agreement, as it pertains to the Assigned Loans, by:
(a) deleting in its entirety the second sentence of the second
paragraph of Section 5.01 and replacing it with the following:
"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 is due and ending with
the Business Day on which such payment is made, both inclusive.";
(b) adding the following language at the end of Section 5.02:
"In addition, no later than the fifth Business Day of each month, the
Company shall furnish to the Purchaser and the Master Servicer a file via
computer tape, email or modem containing, and a hard copy of, the monthly
data and the Company shall also furnish to the Purchaser and the Master
Servicer a report in the format set forth in Attachment 3, Attachment 4 and
Attachment 5 to the Assignment, Assumption and Recognition Agreement, dated
as of September 1, 2006 among Xxxxxxx Xxxxx Mortgage Lending, Inc., Xxxxxxx
Xxxxx Mortgage Investors, Inc. and the Company, with respect to monthly
remittance advice, defaulted Mortgage Loans and Realized Loss
Calculations.";
(c) deleting in its entirety Section 6.04;
(d) deleting in its entirety Section 6.05;
(e) deleting in its entirety clause (ii) of Section 7A.03(e) and
replacing it with the following:
"(ii) which may be appointed as successor to the Company or any
Subservicer, the Company shall provide to the Purchase, any Master Servicer
and any Depositor, at least 15 calendar days prior to the effective date of
such succession or appointment, (x) written notice to the Purchase and any
Depositor of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Purchase and such Depositor,
all information reasonably requested by the Purchase or any Depositor in
order to comply with the Depositor's reporting obligation under Item 6.02
of Form 8-K with respect to any class of asset-backed securities.";
(f) deleting in its entirety Section 7A.03(g) and replacing it with
the following:
"(g) The Company shall provide to the Purchaser, any Master Servicer and
any Depositor, such additional information as such party may reasonably
request, including evidence of the authorization of the person signing any
certification or statement, copies or other evidence of Fidelity Bond
Insurance and Errors and Omissions Insurance policy, financial information
and reports, and such other information related to the Company or any
Subservicer or the Company or such Subservicer's performance hereunder.";
(g) delete in its entirety Section 7A.05(a)(iv) and replace it with
the following:
"(iv) deliver, and cause each Subservicer and Subcontractor described in
clause (iii) above to deliver, to the Purchaser, any Depositor, any Master
Servicer and any other Person that will be responsible for signing the
certification (a "Sarbanes Certification") required by Rules 13a-14(d) and
15d-14(d) under the Exchange Act (pursuant to Section 302 of the
Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with
respect to a Securitization Transaction a certification, signed by the
appropriate officer of the Company, in the form attached hereto as Exhibit
M.
The Company acknowledges that the parties identified in clause (a)(iv)
above may rely on the certification provided by the Company pursuant to
such clause in signing a Sarbanes Certification and filing such with the
Commission. A certification under clause (a)(iv) above does not have to be
delivered to the Purchaser, Depositor, and any Master Servicer unless the
Depositor is required under the Exchange Act to file an annual report on
Form 10-K or any amendment thereto with respect to an issuing entity whose
asset pool includes Mortgage Loans.";
(h) add the following language directly below Section 7A.07:
"Section 7A.08. Third Party Beneficiary.
For purposes of this Article Section 7A and any related provisions thereto, each
Master Servicer shall be considered a third-party beneficiary of this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to
this Agreement.";
(i) delete in its entirety Exhibit M of the Purchase and Servicing
Agreement and replace it with Exhibit M to this AAR Agreement;
(j) delete in its entirety Exhibit F of the Purchase and Servicing
Agreement and replace it with Exhibit F to this AAR Agreement;
(k) delete in its entirety Exhibit G of the Purchase and Servicing
Agreement and replace it with Exhibit G to this AAR Agreement; and
(l) delete in its entirety Exhibit H of the Purchase and Servicing
Agreement and replace it with Exhibit H to this AAR Agreement.
Miscellaneous
10. All demands, notices and communications related to the Assigned Loans,
the Purchase and 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 Seller and Servicer,
IndyMac Bank, F.S.B.
000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxx 00000-0000
Telephone: (000) 000-0000
b. In the case of Assignor,
Xxxxxxx Xxxxx Mortgage Lending, Inc.
World Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMI 2006-AF1
c. In the case of Assignee,
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMI 2006-AF1
11. This AAR Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
12. 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.
13. This AAR Agreement shall inure to the benefit of the successors and
assigns of the parties hereto. Any entity into which Assignor, Assignee, Seller
or Servicer may be merged or consolidated shall without the requirement for any
further writing, be deemed Assignor, Assignee, Seller or Servicer, respectively
hereunder.
14. This AAR Agreement shall survive the conveyance of the Assigned Loans
as contemplated in this AAR Agreement.
15. 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.
16. In the event that any provision of this AAR Agreement conflicts with
any provision of the Purchase and Servicing Agreement with respect to the
Assigned Loans, the terms of this AAR Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have executed this AAR
Agreement as of the day and year first above written.
XXXXXXX XXXXX MORTGAGE LENDING, INC.
Assignor
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
Assignee
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
INDYMAC BANK, F.S.B.
Seller and Servicer
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ACKNOWLEDGED AND AGREED:
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
Master Servicer
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ATTACHMENT l
ASSIGNED LOAN SCHEDULE
ATTACHMENT 2
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
EXHIBIT F
STANDARD FILE LAYOUT - MASTER SERVICING
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ----------- ------- -------------- ----
SER_INVESTOR_NBR A value assigned by the Servicer to Text up to 10 digits 20
define a group of loans.
LOAN_NBR A unique identifier assigned to each Text up to 10 digits 10
loan by the investor.
SERVICER_LOAN_NBR A unique number assigned to a loan Text up to 10 digits 10
by the Servicer. This may be
different than the LOAN_NBR.
BORROWER_NAME The borrower name as received in the Maximum length of 30 (Last, 30
file. It is not separated by first First)
and last name.
SCHED_PAY_AMT Scheduled monthly principal and 2 No commas(,) or dollar signs 11
scheduled interest payment that a ($)
borrower is expected to pay, P&I
constant.
NOTE_INT_RATE The loan interest rate as reported 4 Max length of 6 6
by the Servicer.
NET_INT_RATE The loan gross interest rate less 4 Max length of 6 6
the service fee rate as reported by
the Servicer.
SERV_FEE_RATE The servicer's fee rate for a loan 4 Max length of 6 6
as reported by the Servicer.
SERV_FEE_AMT The servicer's fee amount for a loan 2 No commas(,) or dollar signs 11
as reported by the Servicer. ($)
NEW_PAY_AMT The new loan payment amount as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
NEW_LOAN_RATE The new loan rate as reported by the 4 Max length of 6 6
Servicer.
ARM_INDEX_RATE The index the Servicer is using to 4 Max length of 6 6
calculate a forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs 11
balance at the beginning of the ($)
processing cycle.
ACTL_END_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs 11
balance at the end of the processing ($)
cycle.
BORR_NEXT_PAY_DUE_DATE The date at the end of processing MM/DD/YYYY 10
cycle that the borrower's next
payment is due to the Servicer, as
reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be 2 No commas(,) or dollar signs 11
applied. ($)
SERV_CURT_DATE_1 The curtailment date associated with MM/DD/YYYY 10
the first curtailment amount.
CURT_ADJ_ AMT_1 The curtailment interest on the 2 No commas(,) or dollar signs 11
first curtailment amount, if ($)
applicable.
SERV_CURT_AMT_2 The second curtailment amount to be 2 No commas(,) or dollar signs 11
applied. ($)
SERV_CURT_DATE_2 The curtailment date associated with MM/DD/YYYY 10
the second curtailment amount.
CURT_ADJ_ AMT_2 The curtailment interest on the 2 No commas(,) or dollar signs 11
second curtailment amount, if ($)
applicable.
SERV_CURT_AMT_3 The third curtailment amount to be 2 No commas(,) or dollar signs 11
applied. ($)
SERV_CURT_DATE_3 The curtailment date associated with MM/DD/YYYY 10
the third curtailment amount.
CURT_ADJ_AMT_3 The curtailment interest on the 2 No commas(,) or dollar signs 11
third curtailment amount, if ($)
applicable.
PIF_AMT The loan "paid in full" amount as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
PIF_DATE The paid in full date as reported by MM/DD/YYYY 10
the Servicer.
ACTION_CODE The standard FNMA numeric code used Action Code Key: 2
to indicate the default/delinquent 15=Bankruptcy, 30=Foreclosure,
status of a particular loan. , 60=PIF, 63=Substitution,
65=Repurchase,70=REO
INT_ADJ_AMT The amount of the interest 2 No commas(,) or dollar signs 11
adjustment as reported by the ($)
Servicer.
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment 2 No commas(,) or dollar signs 11
amount, if applicable. ($)
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
LOAN_LOSS_AMT The amount the Servicer is passing 2 No commas(,) or dollar signs 11
as a loss, if applicable. ($)
SCHED_BEG_PRIN_BAL The scheduled outstanding principal 2 No commas(,) or dollar signs 11
amount due at the beginning of the ($)
cycle date to be passed through to
investors.
SCHED_END_PRIN_BAL The scheduled principal balance due 2 No commas(,) or dollar signs 11
to investors at the end of a ($)
processing cycle.
SCHED_PRIN_AMT The scheduled principal amount as 2 No commas(,) or dollar signs 11
reported by the Servicer for the ($)
current cycle -- only applicable for
Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount 2 No commas(,) or dollar signs 11
less the service fee amount for the ($)
current cycle as reported by the
Servicer -- only applicable for
Scheduled/Scheduled Loans.
ACTL_PRIN_AMT The actual principal amount 2 No commas(,) or dollar signs 11
collected by the Servicer for the ($)
current reporting cycle -- only
applicable for Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount 2 No commas(,) or dollar signs 11
less the service fee amount for the ($)
current reporting cycle as reported
by the Servicer -- only applicable
for Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs 11
borrower prepays on his loan as ($)
reported by the Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for 2 No commas(,) or dollar signs 11
the loan waived by the servicer. ($)
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
DELINQ_P&I_ADVANCE_AMT The current outstanding principal 2 No commas(,) or dollar signs 11
and interest advances made by ($)
Servicer.
EXHIBIT G
EXHIBIT G: 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.
1.
2. The numbers on the 332 form correspond with the numbers listed below.
LIQUIDATION AND ACQUISITION EXPENSES:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is required.
2. The Total Interest Due less the aggregate amount of servicing fee that
would have been earned if all delinquent payments had been made as
agreed. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and
servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of
the Mortgage Loan as calculated on a monthly basis. For documentation,
an Amortization Schedule from date of default through liquidation
breaking out the net interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form -
breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to
default require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all
payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and
WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
3. CREDITS:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid
instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds
and line (18b) for Part B/Supplemental proceeds.
TOTAL REALIZED LOSS (OR AMOUNT OF ANY GAIN)
23. The total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis ( ).
EXHIBIT 3A: CALCULATION OF REALIZED LOSS/GAIN FORM 332
Prepared by: ________________________ Date: __________________________________
Phone: ______________________________ Email Address: _________________________
Servicer Loan No. Servicer Name Servicer Address
----------------- ------------- ----------------
_________________ _____________ ________________
XXXXX FARGO BANK, N.A. LOAN NO. ________________________________________________
Borrower's Name: _______________________________________________________________
Property Address: ______________________________________________________________
LIQUIDATION TYPE: REO SALE 3RD PARTY SALE SHORT SALE CHARGE OFF
WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN YES NO
If "Yes", provide deficiency or cramdown amount _______________________________
LIQUIDATION AND ACQUISITION EXPENSES:
(1) Actual Unpaid Principal Balance of Mortgage Loan $_______________(1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys ____________________________ ________________(12)
HOA/Condo Fees ___________________________ ________________(12)
_________________________________________ ________________(12)
TOTAL EXPENSES $_______________(13)
CREDITS:
(14) Escrow Balance $_______________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________(18a)
HUD Part A
________________(18b)
HUD Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
____________________________________________ ________________(21)
TOTAL CREDITS $_______________(22)
TOTAL REALIZED LOSS (OR AMOUNT OF GAIN) $_______________(23)
ESCROW DISBURSEMENT DETAIL
TYPE PERIOD OF
(TAX /INS.) DATE PAID COVERAGE TOTAL PAID BASE AMOUNT PENALTIES INTEREST
----------- --------- --------- ---------- ----------- --------- --------
EXHIBIT H
EXHIBIT H: STANDARD FILE LAYOUT - DELINQUENCY REPORTING
COLUMN/HEADER NAME DESCRIPTION DECIMAL FORMAT COMMENT
------------------ ---------------------------------------------- ------- --------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the
LOAN_NBR
LOAN_NBR A unique identifier assigned to each loan by
the originator.
CLIENT_NBR Servicer Client Number
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of
loans in their system.
BORROWER_FIRST_NAME First Name of the Borrower.
BORROWER_LAST_NAME Last name of the borrower.
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.
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 Such As;
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is MM/DD/YYYY
Scheduled 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. MM/DD/YYYY
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 MM/DD/YYYY
the borrower.
EVICTION_COMPLETED_DATE The date the court revokes legal possession MM/DD/YYYY
of the property from the borrower.
LIST_PRICE The price at which an REO property is 2 No commas(,)
marketed. 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 MM/DD/YYYY
by 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 2
based 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 ($)
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed MM/DD/YYYY
Claim Payment
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On 2 No commas(,)
Claim or dollar
signs ($)
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 MM/DD/YYYY
Admin
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim MM/DD/YYYY
Payment
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING
The LOSS MIT TYPE field should show the approved Loss Mitigation Code as
follows:
- ASUM- Approved Assumption
- BAP- Borrower Assistance Program
- CO- Charge Off
- DIL- Deed-in-Lieu
- FFA- Formal Forbearance Agreement
- MOD- Loan Modification
- PRE- Pre-Sale
- SS- Short Sale
- MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The OCCUPANT CODE field should show the current status of the property code as
follows:
- Mortgagor
- Tenant
- Unknown
- Vacant
The PROPERTY CONDITION field should show the last reported condition of the
property as follows:
- Damaged
- Excellent
- Fair
- Gone
- Good
- Poor
- Special Hazard
- Unknown
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
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 M
FORM OF ANNUAL CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among
[IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF
COMPANY] (the "Company"), certify to [the Purchaser], [the Depositor], and the
[Master Servicer] [Securities Administrator] [Trustee], and their officers, with
the knowledge and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company
provided in accordance with Item 1123 of Regulation AB (the "Compliance
Statement"), the report on assessment of the Company's compliance with the
servicing criteria set forth in Item 1122(d) of Regulation AB (the
"Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and
Item 1122 of Regulation AB (the "Servicing Assessment"), the registered
public accounting firm's attestation report provided in accordance with
Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of
Regulation AB (the "Attestation Report"), and all servicing reports,
officer's certificates and other information relating to the servicing of
the Mortgage Loans by the Company during 200[ ] that were delivered by the
Company to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee] pursuant to the Agreement (collectively, the "Company Servicing
Information");
Based on my knowledge, the Company Servicing Information, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in the light
of the circumstances under which such statements were made, not misleading
with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information
required to be provided by the Company under the Agreement has been
provided to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee];
I am responsible for reviewing the activities performed by the Company
as servicer under the Agreement, and based on my knowledge and the
compliance review conducted in preparing the Compliance Statement and
except as disclosed in the Compliance Statement, the Servicing Assessment
or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company
pursuant to this Agreement, and the Servicing Assessment and Attestation
Report required to be provided by the Company and by any Subservicer and
Subcontractor pursuant to the Agreement, have been provided to the
[Depositor] [Master Servicer]. Any material instances of noncompliance
described in such reports have been disclosed to the [Depositor] [Master
Servicer]. Any material instance of noncompliance with the Servicing
Criteria has been disclosed in such reports.
Date:
----------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
