Exhibit 99.3
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment") is
dated as of November 15, 2005, by and among Xxxxxxx Xxxxx Mortgage Lending,
Inc., having an address at World Financial Center, Xxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000 ("Assignor"), Xxxxxxx Xxxxx Mortgage Investors, Inc., having an
address at 4 World Financial Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Assignee") and PHH Mortgage Corporation, formerly known as Cendant Mortgage
Corporation (the "Servicer").
WHEREAS, the Servicer, Xxxxxx'x Gate Residential Mortgage Trust ("Xxxxxx'x
Gate") and Xxxxxxx Xxxxx Mortgage Capital, Inc. ("MLMC"), as Purchaser entered
into that certain Mortgage Loan Flow Purchase, Sale and Servicing Agreement,
dated as of March 27, 2001 (the "Purchase, Sale and Servicing Agreement"), among
MLMC, the Servicer and Xxxxxx'x Gate;
WHEREAS, the Servicer has agreed to service those mortgage loans identified
on Exhibit A attached hereto (the "Mortgage Loans") in accordance with the
servicing provisions contained in the Purchase, Sale and Servicing Agreement;
WHEREAS MLMC assigned its rights under the Purchase, Sale and Servicing
Agreement to Assignor pursuant to that certain Assignment Agreement dated as of
November 15, 2005 among MLMC, Assignor and the Servicer (the "MLMC AAR
Agreement"); and
WHEREAS, the Assignor wishes to assign to Assignee all of its right, title
and interest with respect to the Mortgage Loans and all of its right, title and
interest under the Purchase, Sale and Servicing Agreement and the MLMC AAR
Agreement, with respect to the Mortgage Loans, and Assignee wishes to assume all
of Assignor's right, title and interest in and to such Mortgage Loans as
provided in the Purchase, Sale and Servicing Agreement and the MLMC AAR
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, and of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Defined terms used in this Assignment and not otherwise defined herein
shall have the meaning set forth in the Purchase, Sale and Servicing Agreement.
2. The Assignor specifically reserves and does not assign to the Assignee
hereunder any and all right, title and interest in, to and under and all
obligations of the Assignor with respect to any mortgage loans subject to the
Purchase, Sale and Servicing Agreement and the MLMC AAR Agreement which are not
the Mortgage Loans set forth on Exhibit A attached hereto and are not the
subject of this Agreement.
3. The Assignor warrants and represents to the Assignee and to the Servicer
as of the date hereof:
(a) Attached hereto as Exhibit B are true and accurate copies of the
Purchase, Sale and Servicing Agreement and the MLMC AAR Agreement,
which agreements are
in full force and effect as of the date hereof and the provisions of
which have not been waived, amended or modified in any respect, nor
has any notice of termination been given thereunder;
(b) The Assignor was the lawful owner of the Mortgage Loans with full
right to transfer the Mortgage Loans and any and all of its interests,
rights and obligations under the Purchase, Sale and Servicing
Agreement and the MLMC AAR Agreement as they relate to the Mortgage
Loans, free and clear from any and all claims and encumbrances; and
upon the transfer of the Mortgage Loans to the Assignee as
contemplated herein, the Assignee shall have good title to each and
every Mortgage Loan, as well as any and all of the Assignor's
interests, rights and obligations under the Purchase, Sale and
Servicing Agreement and the MLMC AAR Agreement as they relate to the
Mortgage Loans, free and clear of any and all liens, claims and
encumbrances;
(c) There are no offsets, counterclaims or other defenses available to the
Assignor with respect to the Mortgage Loans, the Purchase, Sale and
Servicing Agreement or the MLMC AAR Agreement;
(d) The Assignor has no knowledge of, and has not received notice of, any
waivers under, or any modification of, any 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 Mortgage
Loans;
(f) The Assignor has full corporate power and authority to execute,
deliver and perform its obligations under this Assignment, and to
consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Assignment 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 Assignment 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 Assignment
has been duly executed and delivered by the Assignor and, upon the due
authorization, execution and delivery by the Assignee and the
Servicer, 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 Mortgage Loans or any
interest in the Mortgage Loans, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Mortgage Loans,
or any interest in the Mortgage Loans or otherwise approached or
negotiated with respect to the Mortgage Loans, or any interest in the
Mortgage Loans with any Person in any manner, or made any general
solicitation by means of general advertising or in any other manner,
or taken any other action which would constitute a distribution of the
Mortgage Loans under the Securities Act of 1933, as amended (the "1933
Act") or which would render the disposition of the Mortgage Loans a
violation of Section 5 of the 1933 Act or require registration
pursuant thereto.
4. The Assignee represents, warrants and covenants with the Assignor and
the Servicer that:
(a) The Assignee is a corporation, 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 purchase
the Mortgage Loans;
(b) The Assignee has full power and authority to execute, deliver and
perform under this Assignment, and to consummate the transactions set
forth herein. The consummation of the transactions contemplated by
this Assignment is in the ordinary course of the Assignee's business
and will not conflict with, or result in a breach of, any of the
terms, conditions or provisions of the Assignee's charter or bylaws,
or any legal restriction, or any material agreement or instrument to
which the Assignee is now a party or by which it is bound, or result
in the violation of any law, rule, regulation, order, judgment or
decree to which the Assignee or its property is subject. The
execution, delivery and performance by the Assignee of this Assignment
and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action of the
Assignee. This Assignment has been duly executed and delivered by the
Assignee and, upon the due authorization, execution and delivery by
the Assignor and the Servicer, will constitute the valid and legally
binding obligation of the Assignee enforceable against the Assignee in
accordance with its terms, except as enforceability thereof may be
limited by bankruptcy, insolvency, or reorganization or other similar
laws now or hereinafter in effect relating to creditor's rights
generally and by general principles of equity, regardless of whether
such enforceability is considered in a proceeding in equity or in law;
(c) No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Assignee in connection with the
execution, delivery or performance by the
Assignee of this Assignment, or the consummation by it of the
transactions contemplated hereby;
(d) There is no action, suit, proceeding, investigation or litigation
pending or, to the Assignee's knowledge, threatened, which either in
any instance or in the aggregate, if determined adversely to the
Assignee, would adversely affect the Assignee's execution or delivery
of, or the enforceability of, this Assignment, or the Assignee's
ability to perform its obligations under this Assignment; and
(e) The Assignee assumes for the benefit of the Trust, all of the rights
of the Purchaser under the Purchase, Sale and Servicing Agreement and
the MLMC AAR Agreement with respect to the Mortgage Loans listed on
Exhibit A, including the right to enforce the obligations of the
Servicer under the Purchase, Sale and Servicing Agreement as they
relate to the servicing of the Mortgage Loans.
5. The Servicer warrants and represents to, and covenants with, Assignor
and
Assignee as of the date hereof:
(a) Attached hereto as Exhibit B is a true and accurate copy of the
Purchase, Sale and 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 Servicer is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and the
Servicer has all requisite power and authority to service the Mortgage
Loans and the Servicer has all requisite power and authority to
perform its obligations under the Purchase, Sale and Servicing
Agreement;
(c) The Servicer has full corporate power and authority to execute,
deliver and perform its obligations under this Assignment, and to
consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Assignment is in the ordinary course
of the Servicer's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of its charter
or by-laws or any legal restriction, or any material agreement or
instrument to which it 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 Servicer or its property is subject. The
execution, delivery and performance by the Servicer of this Assignment
and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary
corporate action on the part of the Servicer. This Assignment has been
duly executed and delivered by the Servicer, and, upon the due
authorization, execution and delivery by Assignor and Assignee, will
constitute the valid and legally binding obligation of the Servicer,
enforceable against the Servicer in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally, and by general
principles of equity regardless of whether enforceability is
considered in a proceeding in equity or at law;
(d) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be
obtained or made by Assignee in connection with the execution,
delivery or performance by the Servicer of this Assignment, or the
consummation by it of the transactions contemplated hereby; and
(e) The Servicer shall establish a Collection Account and an Escrow
Account as described under the Purchase, Sale and Servicing Agreement
in favor of Assignee with respect to the Mortgage Loans separate from
the Collection Account and Escrow Account previously established under
the Purchase, Sale and Servicing Agreement in favor of MLMC.
6. The Servicer hereby acknowledges that Xxxxx Fargo Bank, N.A. (the
"Master Servicer" and "Securities Administrator") has been appointed as the
master servicer of the Mortgage Loans pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of October 1, 2005,
among the Assignee, Wachovia Bank, National Association and Xxxxx Fargo Bank,
N.A. as the Master Servicer and Securities Administrator. The Servicer shall
deliver all reports required to be delivered under the Purchase, Sale and
Servicing Agreement to:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxx Mortgage Investors, Inc., Series 2005-A8
Recognition of Assignee
7. From and after the date hereof the Servicer shall recognize the Assignee
as owner of the Mortgage Loans, and acknowledges that the Mortgage Loans will be
part of a REMIC. The Servicer will service the Mortgage Loans in accordance with
the servicing provisions contained in the Purchase, Sale and Servicing
Agreement, but in no event 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). It is the intention of the Assignor, the Servicer and the Assignee
that this Assignment shall be binding upon and for the benefit of the respective
successors and assigns of the parties hereto. Neither the Servicer nor the
Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of
the terms or provisions of the Purchase, Sale and Servicing Agreement, which
amendment, modification, waiver or other alteration would in any way affect the
Mortgage Loans without the prior written consent of the Assignee.
The Servicer agrees to indemnify and hold harmless the Assignee, each
director of the Assignee, each officer of the Assignee who signed the
Registration Statement, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx (the
"Underwriter") and each person, if any, who controls the Assignee or the
Underwriter within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Party") against any and all losses, claims, expenses, damages or
liabilites to which the Indemnified Party may become subject, under the 1933 Act
or otherwise, including, without limitation, with respect to disputes between
the parties, insofar as such losses, claims, expenses, damages or liabilites (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Prospectus
Supplement or the omission or the alleged omission to state in the Prospectus
Supplement a material fact necessary in order to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with information furnished in writing by the
Servicer specfically for use in the sections of the Prospectus Supplement
entitled "Servicing of the Mortgage Loans--The Servicers--PHH"
In addition, the Servicer hereby acknowledges that from and after the date
hereof, the Mortgage Loans will be subject to the terms and conditions of the
Pooling and Servicing Agreement pursuant to which the Master Servicer has the
right to monitor the performance by the Servicer of its servicing obligations
under the Purchase, Sale and Servicing Agreement. Such right will include,
without limitation, the right to terminate the Company under the Purchase, Sale
and Servicing Agreement upon the occurrence of an event of default thereunder,
the right to receive all remittances required to be made by the Company under
the Purchase, Sale and Servicing Agreement, the right to receive all monthly
reports and other data required to be delivered by the Company under the
Purchase, Sale and Servicing Agreement, the right to examine the books and
records of the Company, indemnification rights, and the right to exercise
certain rights of consent and approval relating to actions taken by the Company.
In connection therewith, the Servicer hereby agrees to make all remittances
required under the Purchase, Sale and Servicing Agreement with respect to the
Mortgage Loans to the Master Servicer for the benefit of the Assignee in
accordance with the following wire transfer instructions:
Xxxxx Fargo Bank, N.A.
ABA #000-000-000
Account Name: Corporate Trust Clearing
Account # 0000000000
For Further Credit to: MLMI 2005-A8, Account # 00000000
Applicable statements should be mailed to Xxxxx Fargo Bank, National
Association, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, 00000, Attention:
Xxxxxxx Xxxxx Mortgage Investors, Inc., Series 2005-A8.
It is the intention of the Assignor, the Servicer and the Assignee that
this Assignment will be a separate and distinct servicing agreement between the
Assignee and the Servicer, to the extent of the Mortgage Loans, and shall be
binding upon and for the benefit of the respective successors and assigns of the
parties hereto. Neither the Servicer nor the Assignor shall amend or agree to
amend, modify, waive, or otherwise alter any of the terms or provisions of the
Purchase, Sale and Servicing Agreement which amendment, modification, waiver or
other alteration would in any way affect the Mortgage Loans without the prior
written consent of the Assignee.
8. Modification of the Purchase, Sale and Servicing Agreement:
The Servicer and the Assignor hereby amend the Purchase, Sale and Servicing
Agreement as follows:
(a) The following definitions are added to Section 1.01:
Controlling Class C Holder: The entity that owns the majority of the
Class C Certificates.
Master Servicer: Xxxxx Fargo Bank, N.A. or its successors in interest.
Prepayment Interest Shortfall: With respect to any Remittance Date,
for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the related Monthly Period, an amount equal to the excess of
one month's interest at the applicable Note Rate on the amount of such
Principal Prepayment over the amount of interest (adjusted to the Note
Rate) actually paid by the related Mortgagor with respect to such Monthly
Period.
REMIC Provisions: The provisions of the federal income tax law
relating to REMICs, which appear at Sections 860A through 860G of the Code,
and related provisions and regulations promulgated thereunder, as the
foregoing may be in effect from time to time.
Securities Administrator: Xxxxx Fargo Bank, N.A.
Trustee: Wachovia Bank, National Association.
(b) The definition of Business Day is deleted in its entirety and replaced
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 is authorized or
obligated by law or executive order to be closed."
(c) The definition of Eligible Account is deleted in its entirety and
replaced with the following:
"Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company, the
long-term unsecured debt obligations and short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that is
the principal subsidiary of a holding company, the debt obligations of such
holding company, so long as Xxxxx'x is not a Rating Agency) are rated by each
Rating Agency in one of its two highest long-term and its highest short-term
rating categories respectively, at the time any amounts are held on deposit
therein, or (ii) an account or accounts in a depository institution or trust
company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the Certificateholders have a claim with
respect to the funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained with
the corporate trust department of a federal or state chartered depository
institution or trust company having capital and surplus of not less than
$50,000,000, acting in its fiduciary capacity or (iv) any other account
acceptable to the Rating Agencies. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts maintained with
the Trustee."
(d) The following is added as clause (10) to Section 5.04 of the Purchase,
Sale and Servicing Agreement:
"(10) with respect to each Principal Prepayment in full, any Prepayment
Interest Shortfall, to the extent of the Servicer's aggregate Servicing Fee
received with respect to the related Monthly Period."
(e) The following paragraphs are added after the second paragraph of
Section 5.13 of the Purchase, Sale and Servicing Agreement:
"Notwithstanding anything in this Agreement to the contrary, the Servicer
(a) shall not permit any modification with respect to any Mortgage Loan that
would change the Mortgage Interest Rate and (b) shall not (unless with respect
to clause (i) only, the Mortgagor is in default with respect to the Mortgage
Loan or such default is, in the judgment of the Servicer, reasonably
foreseeable) make or permit any modification, waiver or amendment of any term of
any Mortgage Loan that would (i) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations
promulgated thereunder) or (ii) cause the Trust Fund to fail to qualify as a
REMIC under the Code or the imposition of any tax on "prohibited transactions"
or "contributions" after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans which is not
contemplated under the terms of this Agreement, the Servicer will obtain an
Opinion of Counsel acceptable to the Trustee to the effect that such action will
not 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) (either such event, an "Adverse REMIC Event"), and
the Servicer shall not take any such action or cause the Trust Fund to take any
such action as to which it has been advised that an Adverse REMIC Event will
occur.
The Servicer shall not permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in the REMIC. The Servicer shall not enter
into any arrangement by which the REMIC will receive a fee or other compensation
for services nor permit the REMIC to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.
Any REO Property shall be disposed of by the Servicer before the close of
the third taxable year following the taxable year in which the Mortgage Loan
became an REO Property, unless the Servicer is otherwise directed by the
Assignee."
(f) The following paragraphs are added after the last paragraph of Section
5.15 of the Purchase, Sale and Servicing Agreement:
"Nothwithstanding anything in this Agreement to the contrary, for so
long as the Master Servicer has not notified the Servicer that the
following provisions are no longer required:"
(a) The Servicer shall not commence foreclosure proceedings with
respect to a Mortgage Loan unless (i) no later than five Business Days
prior to its commencement of such foreclosure proceedings, it notifies the
Master Servicer of its intention to do so, and (ii) the Controlling Class C
Holder, either directly or through the Master Servicer, does not, within
such five-Business-Day period, affirmatively object to such action.
(b) In the event that the Servicer determines not to proceed with
foreclosure proceedings with respect to a Mortgage Loan that becomes 90
days' or more delinquent and the Servicer has determined that it is unable
to collect payments due under such Mortgage Loan in accordance with
Accepted Servicing Practices, the Servicer shall, prior to taking any
action with respect to such Mortgage Loan, promptly provide the Master
Servicer with notice of such determination and a description of such other
action as it intends to take with respect to such Mortgage Loan; provided,
that the Servicer shall not be permitted to proceed with any such action
unless the Controlling Class C Holder, either directly or through the
Master Servicer, does not, within five Business Days following such notice,
affirmatively object to the Servicer taking such action.
(c) If the Controlling Class C Holder timely and affirmatively objects
to an action or contemplated action of the Servicer pursuant to either (a)
or (b) above, then the Controlling Class C Holder shall instruct the Master
Servicer to hire, at the Controlling Class C Holder's sole cost and
expense, three appraisal firms, selected by the Master Servicer in its sole
and absolute discretion from the list of appraisal firms attached as
Exhibit E to the Assignment, Assumption and Recognition Agreement, dated as
of November 15, 2005, among Xxxxxxx Xxxxx Mortgage Lending, Inc., Xxxxxxx
Xxxxx
Mortgage Investors, Inc. and the Servicer, to compute the fair value of the
Mortgaged Property relating to the related Mortgage Loan utilizing the
Xxxxxx Mae Form 2055 Exterior-Only Inspection Residential Appraisal Report
(each such appraisal-firm computation, a "Fair Value Price"), in each case
(other than as set forth in (d) below) no later than 30 days from the date
of such objection by the Controlling Class C Holder If the Master Servicer
shall have received three Fair Value Prices by the end of such 30-day
period, then the Controlling Class C Holder shall, no later than 5 days
after the expiration of such 30-day period, purchase such Mortgage Loan and
the related Mortgaged Property at an amount equal to the sum of (i) accrued
and unpaid interest on such Mortgage Loan as of such purchase date
("Accrued Interest") and (ii) the highest of such three Fair Value Prices
respectively determined by such appraisal firms, and shall promptly
delivery such amount to the Servicer for deposit into the Custodial
Account. All costs relating to the computation of the related Fair Value
Prices shall be for the account of the Controlling Class C Holder and shall
be paid by the Controlling Class C Holder at the time of such Mortgage Loan
and the related Mortgaged Property are purchased by the Controlling Class C
Holder.
(d) If the Master Servicer shall not have received three Fair Value
Prices at the end of the 30-day period set forth in (c) above, then:
(i) The Master Servicer shall obtain such three Fair Value Prices
no later than 15 days after the end of such 30-day period.
(ii) If the Master Servicer shall have only received two Fair
Value Prices at the end of such 15-day extension period, then the Master
Servicer will determine, in its sole and absolute discretion, the fair
value of the Mortgaged Property relating to such Mortgage Loan, related
Insurance Proceeds and the current delinquency status of such Mortgage
Loan) (such fair value, the "Master Servicer Fair Value Price"), and the
Controlling Class C Holder shall, no later than 5 days after the expiration
of such 15-day extension period, purchase (and deliver to the Servicer the
purchase price for) such Mortgage Loan and the related Mortgaged Property
at an amount equal to the sum of (A) Accrued Interest thereon and (B) the
higher of (1) the highest of such two Fair Value Prices determined by such
appraisal firms and (2) the Master Servicer Fair Value Price.
(iii) If the Master Servicer shall have received only one Fair
Value Price at the end of such 15-day extension period, then the Master
Servicer will determine, in its sole and absolute discretion, the Master
Servicer Fair Value Price of the Mortgaged Property related to such
Mortgage Loan, and:
(A) if such Master Servicer Fair Value Price is equal to or
greater than the unpaid principal balance of the related Mortgage Loan
as of such date (the "Unpaid Principal Balance"), then the Controlling
Class C Holder shall, no later than 5 days after the expiration of
such 15-day extension period, purchase (and deliver to the Servicer
the purchase price for) such Mortgage Loan and the related Mortgaged
Property at an amount equal to the sum of (1) Accrued Interest thereon
and (2) such Master Servicer Fair Value Price; and
(B) if such Master Servicer Fair Value Price is less than
the related Unpaid Principal Balance, then the Controlling Class C
Holder shall, no later than 5 days after the expiration of such 15-day
extension period, purchase (and deliver to the Servicer the purchase
price for) such Mortgage Loan and the related Mortgaged Property at an
amount equal to the sum of (1) Accrued Interest thereon and (2) the
related Unpaid Principal Balance (such sum, the "Preliminary Purchase
Price"); provided, that the provisions of clause (d)(iv) shall
thereafter apply.
(iv) Following the payment by the Controlling Class C Holder of
the Preliminary Purchase Price, the Master Servicer shall continue to hire
appraisal firms at the Controlling Class C Holder's sole cost and expense
to compute the Fair Value Price of the Mortgaged Property related to such
Mortgage Loan, and at such time as two such Fair Value Prices shall have
been obtained:
(A) if the sum of (1) Accrued Interest on the related
Mortgage Loan and (2) the higher of (x) the highest of such two Fair
Value Prices determined by such appraisal firms and (y) the Master
Servicer Fair Value Price of the Mortgaged Property related to such
Mortgage Loan (such sum, the "Revised Fair Value Price") is greater
than such Preliminary Purchase Price, then the Master Servicer shall
promptly notify the Controlling Class C Holder and the Servicer of
such calculation, and the Controlling Class C Holder shall, no later
than 5 days after such notice, remit to the Servicer, for deposit into
the Custodial Account, the difference between such Revised Fair Value
Price and such Preliminary Purchase Price; and
(B) if such Preliminary Purchase Price is greater than such
Revised Fair Value Price, then the Master Servicer shall promptly
notify the Controlling Class C Holder and the Servicer of such
calculation, and the Servicer shall, no later than 5 days after such
notice, remit to the Controlling Class C Holder, from funds then on
deposit in the Custodial Account, the difference between such
Preliminary Purchase Price and such Revised Fair Value Price.
(e) Notwithstanding anything herein to the contrary, the Controlling
Class C Holder shall not be entitled to any of its rights set forth herein
with respect to a Mortgage Loan following its failure to purchase such
Mortgage Loan and the related Mortgaged Property, at the related purchase
price set forth in this Section 11.02 within the timeframe set forth in
this Section 11.02 following the Controlling Class C Holder's objection to
an action of the Servicer, and the Servicer shall provide the Master
Servicer written notice of such failure.
(f) Any notice, confirmation, instruction or objection pursuant to
paragraphs (a), (b), (c) and (d) above may be delivered via facsimile or
other written or electronic communication as the parties hereto and the
Controlling Class C Holder may agree to from time to time.
(g) For the avoidance of doubt, the Controlling Class C Holder's
rights set forth in this Section 11.02 are intended to provide the
Controlling Class C Holder, for so long as it [owns 100% of the Private
Certificates (as defined in the Pooling and Servicing Agreement) and] has
not forfeited its right under this Section 11.02 as set forth in clause (e)
above, with the unilateral right to control foreclosure decisions in
respect of delinquent and defaulted Mortgage Loans, and certain exclusive
purchase rights so as to maximize the recovery value on delinquent and
defaulted Mortgage Loans.
(h) To the extent that the Controlling Class C Holder purchases any
Mortgage Loan pursuant to this Section 11.02 Servicer will continue to
service such Mortgage Loan in accordance with this Agreement. The parties
acknowledge that, in such event, the Master Servicer will have no duty or
responsibility to master service any such Mortgage Loan."
(i) In the event that the Controlling Class C Holder purchases any
Mortgage Loan pursuant to this Section 11.02, the Servicer, the Master
Servicer and the Controlling Class C Holder will work together in good
faith to take any and all actions necessary to effect such purchase,
including, but not limited to, the preparation and execution of any
endorsements or assignments of the Mortgage Loan documents, all at the
expense of the Controlling Class C Holder.
(a) The Assignor, Assignee and Company hereby amend Section 11.05 of
the Agreement by adding the following as clause (ix):
"(ix) to make payments to the Controlling Class C Holder in the
amounts and in the manner provided for in Section 11.02."
(g) The following sentence is added to the end of Section 6.01(1) of the
Purchase, Sale and Servicing Agreement:
"Notwithstanding anything herein to the contrary, on each Remittance Date,
the Servicer shall remit Payoffs, with interest as set forth herein, collected
in the month prior to the Remittance Date."
(h) The following sentence is added to the end of the first paragraph of
Section 6.02 of the Purchase, Sale and Servicing Agreement:
"In addition, no later than the fifth (5th) calendar day of each month (or
if such fifth day is not a Business Day, the Business Day immediately preceding
such fifth day), the Company shall forward to the Master Servicer reports in the
format set forth in Exhibit C and Exhibit D to the Assignment, Assumption and
Recognition Agreement, dated as of November 15, 2005, among Xxxxxxx Xxxxx
Mortgage Lending, Inc., Xxxxxxx Xxxxx Mortgage Investors, Inc. and the Company
(or such other format, with respect to Exhibit C, as mutually agreed by the
Company and the Master Servicer), with respect to defaulted Mortgage Loans and
realized loss calculations, respectively."
(i) All references in Section 7.02 of the Purchase, Sale and Servicing
Agreement to "Purchaser" shall be deleted and replaced with "Purchaser or its
designee."
(j) The references to "March 31" in Section 7.04 of the Purchase, Sale and
Servicing Agreement shall be deleted and replaced with "February 28."
(k) Section 7.05 shall be deleted, and replaced with the following:
"(a) On or before February 28, 2006, the Servicer at its expense shall cause a
firm of independent public accountants which is a member of the American
Institute of Certified Public Accountants to furnish a statement to the
Purchaser in a form acceptable for filing with the Securities and Exchange
Commission as an exhibit to a Form 10-K to the effect that such firm has
examined certain documents and records relating to the servicing of mortgage
loans generally by the Servicer that include a sampling of the Mortgage Loans,
the provisions of Article VI have been complied with and, on the basis of such
an examination conducted substantially in accordance with the Uniform Single
Attestation Program for Mortgage Bankers, such servicing has been conducted in
compliance with this Agreement, except for (i) such exceptions as such firm
shall believe to be immaterial, and (ii) such other exceptions as shall be set
forth in such statement.
(b) For so long as the Mortgage Loans are being master serviced by a master
servicer in a securitization transaction (the "Master Servicer"), by February
28, 2006 (or if not a Business Day, the immediately preceding Business Day), or
at any other time upon thirty (30) days written request, an officer of the
Servicer shall execute and deliver an Officer's Certificate to the Master
Servicer for the benefit of such Master Servicer and its affiliates, and in each
case, its officers, directors and affiliates, certifying as to the following
matters:
(i) Based on my knowledge, the information in the Annual Statement of
Compliance, and the Annual Independent Public Accountant's Servicing
Report and all servicing reports, officer's certificates and other
information relating to the servicing of the Mortgage Loans submitted
to the Master Servicer by the Servicer, does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading, as of the last
day of the period covered by the Annual Statement of Compliance;
(ii) Based on my knowledge, the servicing information required to be
provided to the Master Servicer by the Servicer under the Agreement
has been provided to the Master Servicer;
(iii) I am responsible for reviewing the activities performed by the
Servicer under this Agreement and based upon the review required by
this Agreement, and except as disclosed in the Annual Statement of
Compliance, the Annual Independent Public Accountant's Servicing
Report, or otherwise disclosed in a writing submitted to the Master
Servicer, the Servicer has, as of last day of the period covered by
the Annual Statement of Compliance, fulfilled its obligations under
this Agreement; and
(iv) I have disclosed to the Master Servicer all significant
deficiencies relating to the Servicer's compliance with the minimum
servicing standards as determined in accordance with a review
conducted in compliance with the Uniform Single
Attestation Program for Mortgage Bankers as set forth in this
Agreement.
(c) The Servicer shall indemnify and hold harmless the Master Servicer and its
affiliates, and in each case, its officers, directors and agents from and
against any losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach by the Servicer or any of its officers, directors, agents or
affiliates of its obligations under Section 7.04 and Section 7.05 or the gross
negligence, bad faith or willful misconduct of the Servicer in connection
therewith. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Master Servicer, then the Servicer agrees that
it shall contribute to the amount paid or payable by the Master Servicer as a
result of the losses, claims, damages or liabilities of the Master Servicer in
such proportion as is appropriate to reflect the relative fault of the Master
Servicer on the one hand and the Servicer on the other in connection with a
breach of the Servicer's obligations under Section 7.04 and Section 7.05 or the
Servicer's gross negligence, bad faith or willful misconduct in connection
therewith."
(l) The following Subsection shall be added to Section 10.01:
"(9) failure by the Servicer to duly perform, within the required time
period, its obligations under Section 7.04 and Section 7.05 which failure
continues unremedied for a period of fifteen (15) days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Servicer by any party to this Servicing Agreement or by any
master servicer responsible for master servicing the Mortgage Loans pursuant to
a securitization of such Mortgage Loans;"
(m) The following shall be added as Section 12.12 of the Purchase, Sale and
Servicing Agreement:
"Third Party Beneficiary. For purposes of this Agreement, any Master
Servicer shall be considered a third party beneficiary to this Agreement
entitled to all the rights and benefits accruing to any Master Servicer herein
as if it were a direct party to this Agreement."
9. Indemnification by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Servicer and its
affiliates, and in each case, its officers, directors and agents from and
against any losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach by the Master Servicer or any of its officers, directors,
agents or affiliates of its obligations in connection with the preparation,
filing and certification of any Form 10-K under Section 3.18 of the Pooling and
Servicing Agreement or the negligence, bad faith or willful misconduct of the
Master Servicer in connection therewith. In addition, the Master Servicer shall
indemnify and hold harmless the Servicer and its affiliates, and in each case,
its officers, directors and agents from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach by
any Servicer (as defined in the Pooling and Servicing Agreement), other than the
Servicer (as defined in this Agreement), of its obligations in connection with
any back-up certification (or any other back-up documents) to any certification
of any Form 10-K required to be provided by the Master Servicer, but solely to
the extent the Master Servicer receives amounts from such Servicer in connection
with any indemnification provided by such Servicer (in each case as defined in
the Pooling and Servicing Agreement) to the Master Servicer.
10. Notice Addresses.
If to the Assignor:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMI 2005-A8
If to the Assignee:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMI 2005-A8
If to the Servicer:
PHH Mortgage Corporation
0000 Xxxxxxxxxx Xxxx
Mail Stop SVPM
Xx. Xxxxxx, Xxx Xxxxxx 00000
Attention: Xxxx Xxxxxx
11. This Assignment shall be construed in accordance with the substantive
laws of the State of New York (without regard to conflict of laws principles)
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws, except to the extent preempted by
federal law.
12. From and after the date hereof, the Servicer, as servicer shall
recognize the Assignee as the owner of the Mortgage Loans, and the Servicer will
service the Mortgage Loans in accordance with the servicing provisions contained
in the Purchase, Sale and Servicing Agreement for the benefit of the Assignee,
and shall look solely to the Assignee for performance of the obligations of
Purchaser under the Purchase, Sale and Servicing Agreement with respect to the
Mortgage Loans. From and after the date hereof, the Assignee shall recognize the
Servicer as the servicer of the Mortgage Loans, and shall look solely to the
Servicer for performance of the obligations of the Servicer under the Purchase,
Sale and Servicing Agreement with respect to the Mortgage Loans.
13. This Assignment shall inure to the benefit of the successors and
assigns of the parties hereto. Any entity into which the Servicer, the Assignor
or the Assignee may be merged or consolidated shall, without the requirement for
any further writing, be deemed the Servicer, the Assignor or the Assignee,
respectively, hereunder.
14. No term or provision of this Assignment may be waived or modified
unless such waiver or modification is in writing and signed by the parties
hereto, including the aknowledgment parties.
15. This Assignment shall survive the conveyance of the Mortgage Loans and
the assignment of the Purchase, Sale and Servicing Agreement to the extent of
the Mortgage Loans by the Assignor to the Assignee and the termination of the
Purchase, Sale and Servicing Agreement.
16. This Assignment may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute and be one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption and
Recognition Agreement to be executed by their duly authorized officers as of the
date first above written.
XXXXXXX XXXXX MORTGAGE
LENDING, INC.
THE ASSIGNOR
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
XXXXXXX XXXXX MORTGAGE
INVESTORS, INC.,
THE ASSIGNEE
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
PHH MORTGAGE CORPORATION,
THE SERVICER
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ACKNOWLEDGED AND AGREED
XXXXX FARGO BANK, N.A.
THE MASTER SERVICER
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
19
EXHIBIT A
Mortgage Loan Schedule
(Intentionally Omitted)
20
EXHIBIT B
Mortgage Loan Flow Purchase, Sale and Servicing Agreement,
dated as of March 27, 2001.
Assignment Assumption and Recognition Agreement dated November 15, 2005
See Exhibit 99.3 and 99.7 of this Form 8-K
21
EXHIBIT C
REPORTING DATA FOR DEFAULTED LOANS
Data must be submitted to Xxxxx Fargo Bank in an EXCEL spreadsheet format with
fixed field names and data type. The EXCEL spreadsheet should be used as a
template consistently every month when submitting data.
TABLE: DELINQUENCY
NAME TYPE SIZE
---- --------------- ----
SERVICER LOAN # NUMBER (DOUBLE) 8
INVESTOR LOAN # NUMBER (DOUBLE) 8
BORROWER NAME TEXT 20
ADDRESS TEXT 30
STATE TEXT 2
Due Date Date/Time 8
ACTION CODE TEXT 2
FC Received Date/Time 8
File Referred to Atty Date/Time 8
NOD Date/Time 8
Complaint Filed Date/Time 8
Sale Published Date/Time 8
Target Sale Date Date/Time 8
Actual Sale Date Date/Time 8
Loss Mit Approval Date Date/Time 8
Loss Mit Type Text 5
Loss Mit Estimated Completion Date Date/Time 8
Loss Mit Actual Completion Date Date/Time 8
Loss Mit Broken Plan Date Date/Time 8
BK Chapter Text 6
BK Filed Date Date/Time 8
Post Petition Due Date/Time 8
Motion for Relief Date/Time 8
Lift of Stay Date/Time 8
RFD Text 10
Occupant Code Text 10
Eviction Start Date Date/Time 8
Eviction Completed Date Date/Time 8
List Price Currency 8
List Date Date/Time 8
22
Accepted Offer Price Currency 8
Accepted Offer Date Date/Time 8
Estimated REO Closing Date Date/Time 8
Actual REO Sale Date Date/Time 8
- ITEMS IN BOLD ARE MANDATORY FIELDS. WE MUST RECEIVE INFORMATION IN THOSE
FIELDS EVERY MONTH IN ORDER FOR YOUR FILE TO BE ACCEPTED.
The Action Code Field should show the applicable numeric code to indicate that a
special action is being taken. The Action Codes are the following:
12-RELIEF PROVISIONS
15-BANKRUPTCY/LITIGATION
20-REFERRED FOR DEED-IN-LIEU
30-REFERRED FORE FORECLOSURE
00-XXXXXX
00-XXXXXXXXXX
00-XXX-XXXX FOR SALE
71-THIRD PARTY SALE/CONDEMNATION
72-REO-PENDING CONVEYANCE-POOL INSURANCE CLAIM FILED
Xxxxx Fargo Bank will accept alternative Action Codes to those above, provided
that the Codes are consistent with industry standards. If Action Codes other
than those above are used, the Servicer must supply Xxxxx Fargo Bank with a
description of each of the Action Codes prior to sending the file.
Description of Action Codes:
ACTION CODE 12 - To report a Mortgage Loan for which the Borrower has been
granted relief for curing a delinquency. The Action Date is the date the relief
is expected to end. For military indulgence, it will be three months after the
Borrower's discharge from military service.
ACTION CODE 15 - To report the Borrower's filing for bankruptcy or instituting
some other type of litigation that will prevent or delay liquidation of the
Mortgage Loan. The Action Date will be either the date that any repayment plan
(or forbearance) instituted by the bankruptcy court will expire or an additional
date by which the litigation should be resolved.
ACTION CODE 20 - To report that the Borrower has agreed to a deed-in-lieu or an
assignment of the property. The Action Date is the date the Servicer decided to
pursue a deed-in-lieu or the assignment.
ACTION CODE 30 - To report that the decision has been made to foreclose the
Mortgage Loan. The
23
Action Date is the date the Servicer referred the case to the foreclosure
attorney.
ACTION CODE 60 - To report that a Mortgage Loan has been paid in full either at,
or prior to, maturity. The Action Date is the date the pay-off funds were
remitted to the Master Servicer.
ACTION CODE 65 - To report that the Servicer is repurchasing the Mortgage Loan.
The Action Date is the date the repurchase proceeds were remitted to the Master
Servicer.
ACTION CODE 70 - To report that a Mortgage Loan has been foreclosed or a
deed-in-lieu of foreclosure has been accepted, and the Servicer, on behalf of
the owner of the Mortgage Loan, has acquired the property and may dispose of it.
The Action Date is the date of the foreclosure sale or, for deeds-in-lieu, the
date the deed is recorded on behalf of the owner of the Mortgage Loan.
ACTION CODE 71 - To report that a Mortgage Loan has been foreclosed and a third
party acquired the property, or a total condemnation of the property has
occurred. The Action Date is the date of the foreclosure sale or the date the
condemnation award was received.
ACTION CODE 72 - To report that a Mortgage Loan has been foreclosed, or a
deed-in-lieu has been accepted, and the property may be conveyed to the mortgage
insurer and the pool insurance claim has been filed. The Action Date is the date
of the foreclosure sale, or, for deeds-in-lieu, the date of the deed for
conventional mortgages.
The Loss Mit Type field should show the approved Loss Mitigation arrangement.
The following are acceptable:
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
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. The
acceptable codes are:
24
MORTGAGOR
TENANT
UNKNOWN
VACANT
25
EXHIBIT D
REALIZED LOSS CALCULATION INFORMATION XXXXX
FARGO BANK, N.A. Form 332
Calculation of Realized Loss
Purpose
To provide the Servicer with a form for the calculation of any Realized Loss (or
gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.
Distribution
The Servicer will prepare the form in duplicate and send the original together
with evidence of conveyance of title and appropriate supporting documentation to
the Master Servicer with the Monthly Accounting Reports which supports the
Mortgage Loan's removal from the Mortgage Loan Activity Report. The Servicer
will retain the duplicate for its own records.
Due Date
With respect to any liquidated Mortgage Loan, the form will be submitted to the
Master Servicer no later than the date on which statements are due to the Master
Servicer under Section 4.02 of this Agreement (the "Statement Date") in the
month following receipt of final liquidation proceeds and supporting
documentation relating to such liquidated Mortgage Loan; provided, that if such
Statement Date is not at least 30 days after receipt of final liquidation
proceeds and supporting documentation relating to such liquidated Mortgage Loan,
then the form will be submitted on the first Statement Date occurring after the
30th day following receipt of final liquidation proceeds and supporting
documentation.
Preparation Instructions
The numbers on the form correspond with the numbers listed below.
1. The actual Unpaid Principal Balance of the Mortgage Loan.
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.
3-7. Complete as necessary. All line entries must be supported by copies of
appropriate statements, vouchers, receipts, canceled checks, etc., to
document the expense. Entries not properly documented will not be
reimbursed to the Servicer.
8. Accrued Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage Loan as calculated on a monthly basis.
10. The total of lines 1 through 9.
Credits
26
11-17. Complete as necessary. All line entries must be supported by copies of
the appropriate claims forms, statements, payment checks, etc. to document
the credit. If the Mortgage Loan is subject to a Bankruptcy Deficiency, the
difference between the Unpaid Principal Balance of the Note prior to the
Bankruptcy Deficiency and the Unpaid Principal Balance as reduced by the
Bankruptcy Deficiency should be input on line 16.
18. The total of lines 11 through 17.
Total Realized Loss (or Amount of Any Gain)
19. The total derived from subtracting line 18 from 10. If the amount
represents a realized gain, show the amount in parenthesis (__).
27
XXXXX FARGO BANK, N.A.
CALCULATION OF REALIZED LOSS
XXXXX FARGO BANK, N.A. Trust: _____________________________________________
Prepared by: __________________ Date: _______________
Phone: ______________________
Servicer Loan No. ________ Servicer Name __________ Servicer Address _______
XXXXX FARGO BANK, N.A.
Loan No. _______________________________________________________________________
Borrower's Name:________________________________________________________________
Property
Address:________________________________________________________________________
LIQUIDATION AND ACQUISITION EXPENSES:
Actual Unpaid Principal Balance of Mortgage Loan $________________(1)
Interest accrued at Net Rate ________________(2)
Attorney's Fees ________________(3)
Taxes ________________(4)
Property Maintenance ________________(5)
MI/Hazard Insurance Premiums ________________(6)
Hazard Loss Expenses ________________(7)
Accrued Servicing Fees ________________(8)
Other (itemize) ________________(9)
$________________
TOTAL EXPENSES $________________(10)
CREDITS:
Escrow Balance $________________(11)
HIP Refund ________________(12)
Rental Receipts ________________(13)
Hazard Loss Proceeds ________________(14)
Primary Mortgage Insurance Proceeds ________________(15)
Proceeds from Sale of Acquired Property ________________(16)
Other (itemize) ________________(17)
________________
28
________________
TOTAL CREDITS $________________(18)
TOTAL REALIZED LOSS (OR Amount OF GAIN) $________________
29
