Exhibit 99.2
EXECUTION VERSION
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR
Agreement") made as of May 1, 2006, among Xxxxxxx Xxxxx Mortgage Lending, Inc.,
having an address at 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"),
Countrywide Home Loans Servicing LP, having an address at 000 Xxxxxxxxxxx Xxx,
Xxxx Xxxxxx, Xxxxxxxxxx 00000 (the "Company"), and Countrywide Home Loans, Inc.,
having an address at 0000 Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 (the
"Seller").
WHEREAS, Xxxxxxx Xxxxx Bank, USA ("MLBUSA") acquired the mortgage loans set
forth on Attachment 1 annexed hereto (the "Assigned Loans") from the Seller
pursuant to that certain Master Mortgage Loan Purchase and Servicing Agreement,
dated as of November 1, 2004, between MLBUSA and Seller, as amended (the
"Purchase and Servicing Agreement");
WHEREAS, MLBUSA assigned all of its right, title, interest and obligations
in, to and under the Purchase and Servicing Agreement to Assignor pursuant to
the Assignment, Assumption and Recognition Agreement, dated May 1, 2006 among
MLBUSA, the Company, the Seller and Assignor (the "Assignment Agreement")
(except for obligations that arise prior to the date hereof which were retained
by MLBUSA);
WHEREAS, the Seller has assigned its servicing rights related to the
Assigned Loans and servicing obligations related thereto under the Purchase and
Servicing Agreement to the Company and the Company is currently servicing the
Assigned Loans for the benefit of the Assignor in accordance with the terms and
conditions of 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, interest and obligations of Assignor in the Assigned Loans and, as
they relate to the Assigned Loans, all of its right, title, interest and
obligations in, to and under the Assignment Agreement (except for those
obligations that are retained by Assignor as set forth in the Assignment
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
Assignment Agreement and the Purchase and Servicing Agreement other than those
set forth on Attachment l. Notwithstanding anything to the contrary contained
herein, Assignor is retaining the right to enforce the representations and
warranties made by the Company prior to the date hereof with respect to the
Assigned Loans and the Company.
Representations; Warranties and Covenants
2. Assignor warrants and represents to Assignee and Company as of the date
hereof:
a. Attached hereto as Attachment 2 are true and accurate copies of the
Assignment Agreement and the Purchase and Servicing 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. 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 Assignment Agreement as they relate to the Assigned Loans,
free and clear of any and all liens, claims and encumbrances; and upon the
transfer of the Assigned Loans to 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 Assignment Agreement as
they relate 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 Company with respect to
the Assigned Loans or the Assignment Agreement 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 Assignment Agreement or 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 Assignment Agreement or 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 Company, 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
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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 "1993 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 Company, and has delivered to
Assignee, all documents required to be delivered to Assignor by Seller or
Company prior to the date hereof pursuant to Section 6.03 of the Purchase and
Servicing Agreement with respect to the Assigned Loans.
3. Assignee warrants and represents to, and covenants with, Assignor and
Company 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 Company, 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
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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 Securities Act of 1934 (the "Securities 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. The Company hereby restates, as of the date hereof, the representations
and warranties contained in Section 7.01 of the Purchase and Servicing Agreement
(except with respect to Section 7.01(x), (xi), and (xii)), to and for the
benefit of the Assignee, and by this reference incorporates such representations
and warranties herein, as of the date hereof.
5. The Seller guarantees the performance by the Company of the Company's
servicing obligations under the Purchase and Servicing Agreement and this AAR
Agreement.
Recognition of Assignee
6. (a) From and after the date hereof, the Company shall recognize the
Assignee as the owner of the Assigned Loans, and the Company will service the
Assigned Loans in accordance with the servicing provisions contained in the
Purchase and Servicing Agreement, as modified by this AAR Agreement, for the
benefit of the Assignee, and shall look solely to the Assignee for performance
of the obligations of Purchaser under the Purchase and Servicing Agreement with
respect to the Assigned Loans. The Assignee hereby acknowledges and agrees 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 Company 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 May 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 Company shall deliver all reports required to be
delivered under the Purchase and Servicing Agreement to:
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Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxx Mortgage Investors, Inc., Series 2006-A3
(c) The Company hereby acknowledges that the Master Servicer has the
right to enforce all obligations of the Company 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 Company
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 Company under the Purchase and Servicing Agreement, the right to receive all
monthly reports and other data required to be delivered by the Company under the
Purchase and Servicing Agreement, the right to examine the books and records of
the Company and the right to exercise certain rights of consent and approval of
the "Purchaser" under the Purchase and Servicing Agreement. Notwithstanding the
foregoing, it is understood that the Company 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 Company
which were taken or omitted upon the instruction or direction of the Master
Servicer or (ii) the failure of the Master Servicer to perform the obligations
of the "Purchaser" under the Purchase and Servicing Agreement and this AAR
Agreement only to the extent that the Master Servicer has any obligations of the
"Purchaser". In addition, the Assignee shall indemnify the Company 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 Company may sustain in any way
related to (a) actions or inactions of the Company 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 the obligations of the "Purchaser" under the Purchase and
Servicing Agreement and this AAR Agreement. The Company 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-A3
Distribution Account Number: 00000000
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(d) The Company shall provide monthly reports to the Master Servicer
as required under the Purchase and Servicing Agreement, which reports shall
contain the data specified in the forms attached as Attachment 3 hereto as is
mutually agreed by the Master Servicer and the Company and may be in such format
as is mutually agreed by the Master Servicer and the Company. Notwithstanding
the foregoing, the Company is not required to report data relating to prepayment
charges or penalties.
The Company 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-A3
(e) For purposes of Section 11.30 of the Purchase and Servicing
Agreement, the Company is hereby notified, and the Company hereby acknowledges
receipt of such notification, that a REMIC election has been made with respect
to the Assigned Loans.
Modification of the Purchase and Servicing Agreement
7. The Assignee and the Company hereby amend the definition of "Monthly
Advance" in Section 1 of the Purchase and Servicing Agreement by deleting the
reference to "Subsection 11.30" and replacing it with "Section 11.22".
8. The Assignee and the Company hereby amend the definition of "Remittance
Date" in Section 1 of the Purchase and Servicing Agreement by deleting the words
"immediately following such" and replacing them with "immediately preceding
such".
9. The Assignee and the Company hereby amend Section 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 Seller are
authorized or obligated by law or executive order to be closed."
and
(b) adding the following definitions in alphabetical order:
"Master Servicer: Xxxxx Fargo Bank, N.A., or its successors in
interest."
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"Trustee: The party named as trustee in any agreement pursuant to a
Pass-Through Transfer."
10. The Assignee and the Company hereby amend Section 11.05 of the
Servicing Addendum to the Purchase and Servicing Agreement (the "Servicing
Addendum") by replacing the phrase "Countrywide Home Loans, Inc., as servicer,
in trust for the Purchaser" with "Countrywide Home Loans Servicing LP in trust
for Xxxxx Fargo Bank, N.A., as master servicer on behalf of the Xxxxxxx Xxxxx
Mortgage Investors Trust, Series 2006-A3".
11. The Assignee and the Company hereby amend Section 11.07 of the
Servicing Addendum by replacing the phrase "Countrywide Home Loans, Inc. in
trust for Purchaser and various Mortgagors, Fixed and Adjustable Rate Mortgage
Loans" with "Countrywide Home Loans Servicing LP in trust for Xxxxx Fargo Bank,
N.A., as master servicer on behalf of the Xxxxxxx Xxxxx Mortgage Investors
Trust, Series 2006-A3".
12. The Assignee and the Company hereby amend Section 11.14 of the
Servicing Addendum, attached to the Purchase and Servicing Agreement as Exhibit
8, by deleting the reference in the last sentence of the second paragraph to
"two years" and replacing it with "three years".
13. The Assignee and the Company hereby amend Section 11.15 of the
Servicing Addendum by deleting in the first sentence of the third paragraph of
that Section the phrase "second Business Day following the" and replacing in the
second sentence of the same paragraph the phrase "following such second Business
Day" with "on which such payment was due".
14. The Assignee and the Company hereby amend Section 11.16 of the
Servicing Addendum, attached to the Purchase and Servicing Agreement as Exhibit
8, by adding the following sentence at the end thereof:
"In addition, no later than the tenth (10th) calendar day of each month (or
if such tenth day is not a Business Day, the Business Day immediately
preceding such tenth day), the Seller shall furnish to the Purchaser and
the Master Servicer a report containing the data set forth in Attachment
3-A, Attachment 3-B and Attachment 3-C to the Assignment, Assumption and
Recognition Agreement, dated as of May 31, 2006, among Xxxxxxx Xxxxx
Mortgage Lending, Inc., Xxxxxxx Xxxxx Mortgage Investors, Inc., the Company
and the Seller, with respect to monthly remittance advice, defaulted
Mortgage Loans and Realized Loss Calculations, respectively, in such format
as is mutually agreed by the Master Servicer and the Company.
Notwithstanding the foregoing, the Company is not required to report data
relating to prepayment charges or penalties."
15. The Assignee and the Company hereby amend Section 11.19 of the
Servicing Addendum by deleting such section in its entirety and replacing it
with the following:
"Upon the foreclosure sale of any Mortgaged Property or the
acquisition thereof by the Purchaser pursuant to a deed-in-lieu of
foreclosure, the Seller shall submit to the Purchaser and the Master
Servicer a liquidation report in the format mutually agreed upon by the
Seller and the Master Servicer, with respect to such Mortgaged Property and
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all supporting documentation which is readily available and reasonably
requested by the Master Servicer."
16. The Assignee and the Company hereby amend Section 11.30 of the
Servicing Addendum by deleting such section in its entirety and replacing it
with the following:
"Notwithstanding anything in this Agreement to the contrary, the
Seller (a) shall not permit any modification with respect to any Mortgage Loan
that would change the Mortgage Interest Rate and (b) shall not (unless the
Mortgagor is in default with respect to the Mortgage Loan or such default is, in
the judgment of the Seller, reasonably foreseeable) make or permit any
modification, waiver or amendment of any term of any Mortgage Loan that would
cause, any trust fund, created pursuant to a Pass-Through Transfer 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 unless the Seller has received an Opinion of Counsel (at the expense
of the party seeking to take such action) to the effect that the contemplated
action will not endanger such REMIC status or result in the imposition of any
such tax.
17. The Assignee and the Company hereby amend Subsection 14.01(ix) of the
Purchase and Servicing Agreement by deleting such section in its entirety and
replacing it with "[reserved]".
18. The Assignee and the Company hereby amend Sections 11.25, 11.26 and
11.27 of the Servicing Addendum by deleting each such section in its entirety
and replacing each such section with "[Reserved]".
Miscellaneous
19. All demands, notices and communications under the Assignment Agreement,
the Purchase and Servicing Agreement and this AAR Agreement with respect to the
Assigned Loans 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,
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxx
b. In the case of Company,
Countrywide Home Loans Servicing LP
000 Xxxxxxxxxxx Xxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxx
c. In the case of Assignor,
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Xxxxxxx Xxxxx Mortgage Lending, Inc.
World Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMI 2006-A3
d. In the case of Assignee,
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMI 2006-A3
20. 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.
21. 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.
22. 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 Company may be merged or consolidated shall without the requirement for any
further writing, be deemed Assignor, Assignee, Seller or Company, respectively
hereunder.
23. This AAR Agreement shall survive the conveyance of the Assigned Loans
as contemplated in this AAR Agreement.
24. 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.
25. In the event that any provision of this AAR Agreement conflicts with
any provision of the Assignment Agreement or the Purchase and Servicing
Agreement with respect to the Assigned Loans, the terms of this AAR Agreement
shall control.
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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:
---------------------------------
COUNTRYWIDE HOME LOANS, INC.
Seller
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
COUNTRYWIDE HOME LOANS SERVICING LP
Company
By: Countrywide GP, Inc.,
its General Partner
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ACKNOWLEDGED AND AGREED:
XXXXX FARGO BANK, N.A.
Master Servicer
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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ATTACHMENT l
ASSIGNED LOAN SCHEDULE
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ATTACHMENT 2
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
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ATTACHMENT 3
ATTACHMENT 3-A
MONTHLY REMITTANCE ADVICE
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT MAX SIZE
----------- ----------- ------- -------------- --------
SER_INVESTOR_NBR A value assigned by the Servicer to Text up to 10 digits 20
define a group of loans.
LOAN_NBR A unique identifier assigned to each loan Text up to 10 digits 10
by the investor.
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
BORROWER_NAME The borrower name as received in the Maximum length of 30 (Last, First) 30
file. It is not separated by first and
last name.
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs ($) 11
interest payment that a borrower is
expected to pay, P&I constant.
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
NET_INT_RATE The loan gross interest rate less the 4 Max length of 6 6
service fee rate as reported by the
Servicer.
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
NEW_PAY_AMT The new loan payment amount as reported 2 No commas(,) or dollar signs ($) 11
by the Servicer.
NEW_LOAN_RATE The new loan rate as reported by the 4 Max length of 6 6
Servicer.
ARM_INDEX_RATE The index the Servicer is using to 4 Max length of 6 6
calculate a forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual principal balance 2 No commas(,) or dollar signs ($) 11
at the beginning of the processing cycle.
ACTL_END_PRIN_BAL The borrower's actual principal balance 2 No commas(,) or dollar signs ($) 11
at the end of the processing cycle.
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle MM/DD/YYYY 10
that the borrower's next payment is due
to the Servicer, as reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs ($) 11
curtailment amount, if applicable.
SERV_CURT_AMT_2 The second curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs ($) 11
curtailment amount, if applicable.
SERV_CURT_AMT_3 The third curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs ($) 11
curtailment amount, if applicable.
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PIF_AMT The loan "paid in full" amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 15=Bankruptcy, 2
indicate the default/delinquent status of 30=Foreclosure, , 60=PIF,
a particular loan. 63=Substitution,
65=Repurchase,70=REO
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, 2 No commas(,) or dollar signs ($) 11
if applicable.
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs ($) 11
applicable.
LOAN_LOSS_AMT The amount the Servicer is passing as a 2 No commas(,) or dollar signs ($) 11
loss, if applicable.
SCHED_BEG_PRIN_BAL The scheduled outstanding principal 2 No commas(,) or dollar signs ($) 11
amount due at the beginning of the cycle
date to be passed through to investors.
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs ($) 11
investors at the end of a processing
cycle.
SCHED_PRIN_AMT The scheduled principal amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer for the current
cycle -- only applicable for
Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount less 2 No commas(,) or dollar signs ($) 11
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 collected by 2 No commas(,) or dollar signs ($) 11
the Servicer for the current reporting
cycle -- only applicable for
Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or dollar signs ($) 11
service fee amount for the current
reporting cycle as reported by the
Servicer -- only applicable for
Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs ($) 11
borrower prepays on his loan as reported
by the Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the 2 No commas(,) or dollar signs ($) 11
loan waived by the servicer.
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
MOD_TYPE The Modification Type. Varchar - value can be alpha or 30
numeric
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs ($) 11
interest advances made by Servicer.
-14-
ATTACHMENT 3-B
REPORTING DATA FOR DEFAULTED LOANS
Data must be submitted to Xxxxx Fargo Bank, N.A. 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 8
(DOUBLE)
INVESTOR LOAN # NUMBER 8
(DOUBLE)
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/Time 8
Date
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
Accepted Offer Price Currency 8
-15-
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 Action Date is the date the Servicer referred the case to the
foreclosure attorney.
-16-
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:
-17-
MORTGAGOR
TENANT
UNKNOWN
VACANT
-18-
ATTACHMENT 3-C
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.
-19-
Credits
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 ( ).
-00-
XXXXX XXXXX XXXX, 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)
-21-
---------------
TOTAL CREDITS $______________(18)
TOTAL REALIZED LOSS (OR Amount OF GAIN) $______________
-22-
