Exhibit 99.4
Execution Version
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR
Agreement") made as of July 1, 2007, among Xxxxxxx Xxxxx Mortgage Lending, Inc.,
having an address at 000 Xxxxx Xxxxxx, 4 World Financial Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (the "Assignor"), Xxxxxxx Xxxxx Mortgage Investors, Inc.,
having an address at 000 Xxxxx Xxxxxx, 4 World Financial Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (the "Assignee"), and IndyMac Bank, F.S.B., as seller (the
"Seller") and servicer (the "Servicer"), having an address at 0000 Xxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000.
WHEREAS, the Assignor acquired the mortgage loans set forth on
Attachment 1 annexed hereto (the "Assigned Loans") from the Seller pursuant to
that certain Master Seller's Warranties and Servicing Agreement, dated as of May
1, 2006, between the Assignor and the Seller (the "Purchase and Servicing
Agreement");
In consideration of the mutual promises contained herein the parties
hereto agree that the Assigned Loans shall be subject to the terms of this AAR
Agreement. Capitalized terms used herein but not defined shall have the meanings
ascribed to them in the Purchase and Servicing Agreement.
Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the
right, title and interest of Assignor in the Assigned Loans and, as they relate
to the Assigned Loans, all of its right, title and interest in, to and under the
Purchase and Servicing Agreement. Assignor specifically reserves and does not
assign to Assignee any right, title and interest in, to or under any Mortgage
Loans subject to the Purchase and Servicing Agreement other than those set forth
on Attachment l. Notwithstanding anything to the contrary contained herein, the
Assignor is retaining the right to enforce the representations and warranties
made by the Seller and the Servicer prior to the date hereof with respect to the
Assigned Loans and the Seller and the Servicer.
Representations; Warranties and Covenants
2. Assignor warrants and represents to Assignee and Servicer as of the date
hereof:
a. Attached hereto as Attachment 2 is a true and accurate copy of the
Purchase and Servicing Agreement, which is in full force and effect as of the
date hereof and the provisions of which have not been waived, amended or
modified in any respect, nor has any notice of termination been given
thereunder;
b. Assignor was the lawful owner of the Assigned Loans with full right
to transfer the Assigned Loans and any and all of its interests, rights and
obligations under the Purchase and Servicing Agreement as it relates to the
Assigned Loans, free and clear of any and all liens, claims and encumbrances;
and upon the transfer of the Assigned Loans to Assignee as contemplated herein,
Assignee shall have good title to each and every Assigned Loan, as well as any
and all of Assignor's interests, rights and obligations under the Purchase and
Servicing
Agreement as it relates to the Assigned Loans, free and clear of any and all
liens, claims and encumbrances;
c. Assignor has not received notice of, and has no knowledge of, any
offsets, counterclaims or other defenses available to Servicer with respect to
the Assigned Loans or the Purchase and Servicing Agreement;
d. Assignor has not waived or agreed to any waiver under, or agreed to
any amendment or other modifications of, the Purchase and Servicing Agreement.
Assignor has no knowledge of, and has not received notice of, any waivers under
or any amendments or other modifications of, or assignment of rights or
obligations under the Purchase and Servicing Agreement;
e. Assignor is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its formation, and has all
requisite power and authority to acquire, own and sell the Assigned Loans;
f. Assignor has full power and authority to execute, deliver and
perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this AAR Agreement is in the ordinary course of Assignor's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Assignor is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Assignor or its property is subject. The execution,
delivery and performance by Assignor of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary action on the part of Assignor. This AAR Agreement has been duly
executed and delivered by Assignor and, upon the due authorization, execution
and delivery by Assignee and Servicer, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor in accordance with
its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
g. No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is required to
be obtained or made by Assignor in connection with the execution, delivery or
performance by Assignor of this AAR Agreement, or the consummation by it of the
transactions contemplated hereby. Neither Assignor nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to
buy or accept transfer, pledge or other disposition of the Assigned Loans, or
any interest in the Assigned Loans, or otherwise approached or negotiated with
respect to the Assigned Loans, or any interest in the Assigned Loans, with any
Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would
constitute a distribution of the Assigned Loans under the Securities Act of
1933, as amended (the "1933 Act") or which would render the disposition of the
Assigned Loans a violation of Section 5 of the 1933 Act or require registration
pursuant thereto; and
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h. Assignor has received from Seller, and has delivered to Assignee,
all documents required to be delivered to Assignor by Seller prior to the date
hereof pursuant to Section 2.01 of the Purchase and Servicing Agreement with
respect to the Assigned Loans.
3. Assignee warrants and represents to, and covenants with, Assignor and
Servicer as of the date hereof:
a. Assignee is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its formation and has all
requisite power and authority to acquire, own and purchase the Assigned Loans;
b. Assignee has full power and authority to execute, deliver and
perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this AAR Agreement is in the ordinary course of Assignee's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Assignee is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Assignee or its property is subject. The execution,
delivery and performance by Assignee of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary action on the part of Assignee. This AAR Agreement has been duly
executed and delivered by Assignee and, upon the due authorization, execution
and delivery by Assignor and Servicer, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee in accordance with
its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
c. No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is required to
be obtained or made by Assignee in connection with the execution, delivery or
performance by Assignee of this AAR Agreement, or the consummation by it of the
transactions contemplated hereby;
d. There is no action, suit, proceeding, investigation or litigation
pending or, to Assignee's knowledge, threatened, which either in any instance or
in the aggregate, if determined adversely to Assignee, would adversely affect
Assignee's execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignee's ability to perform its obligations under this AAR
Agreement;
e. Assignee understands that the Assigned Loans have not been
registered under the 1933 Act or the securities laws of any state; and
f. Assignee is either (i) not an employee benefit plan that is subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986 (the "Code")(a "Plan") and not
a Person acting, directly or indirectly, on behalf of or investing with "plan
assets" of any such Plan or (ii) an employee benefit plan that is subject to
ERISA and the assignment contemplated herein does not constitute
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and will not result in non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code.
4. IndyMac Bank, F.S.B. ("IndyMac") warrants and represents to, and
covenants with, Assignor and Assignee that as of the date hereof:
a. IndyMac is a federal savings bank duly organized, validly existing
and in good standing under the laws of the United States;
b. IndyMac has full corporate power and authority to execute, deliver
and perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this AAR Agreement is in the ordinary course of IndyMac's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of IndyMac's charter or by-laws or any legal restriction, or any
material agreement or instrument to which IndyMac is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which IndyMac or its property is subject. The execution,
delivery and performance by IndyMac of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on part of IndyMac. This AAR Agreement has been duly
executed and delivered by IndyMac and, upon the due authorization, execution and
delivery by Assignor and Assignee, will constitute the valid and legally binding
obligation of IndyMac enforceable against IndyMac in accordance with its terms
except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law; and
c. No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by IndyMac in connection with the execution, delivery or performance by
IndyMac of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby.
5. The Servicer hereby restates, as of the date hereof, the representations
and warranties contained in Section 3.02 of the Purchase and Servicing
Agreement, to and for the benefit of the Assignee, and by this reference
incorporates such representations and warranties herein, as of the date hereof
(other than with respect to the representations and warranties set forth in
Sections 3.02(b),(c)(m)(q)(z)(ii) and (ll) which are being made as of the
related Closing Date).
Recognition of Assignee
6. a. From and after the date hereof, the Servicer shall recognize the
Assignee as the owner of the Assigned Loans, and the Servicer will service the
Assigned Loans in accordance with the servicing provisions contained in the
Purchase and Servicing Agreement for the benefit of the Assignee, and shall look
solely to the Assignee for performance of the obligations of the Purchaser under
the Purchase and Servicing Agreement with respect to the Assigned Loans. The
Assignee hereby agrees and acknowledges that it shall uphold, or shall
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require its agents to uphold, the obligations of the Purchaser contained in the
Purchase and Servicing Agreement.
b. The Servicer acknowledges that Xxxxx Fargo Bank, N.A. (the "Master
Servicer" and "Securities Administrator") has been appointed as the master
servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement,
dated as of July 1, 2007, by and among the Assignee, the Master Servicer, the
Securities Administrator and HSBC Bank USA, National Association (the "Pooling
and Servicing Agreement"). The Servicer shall deliver all reports required to be
delivered under the Purchase and Servicing Agreement to:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxx Mortgage Backed Securities Trust,
Series 2007-3
c. The Servicer hereby acknowledges that the Master Servicer has the
right to enforce all obligations of the Servicer under the Purchase and
Servicing Agreement acting on behalf of the Assignee, as owner of the Assigned
Loans. Such rights will include, without limitation, the right to terminate the
Servicer under the Purchase and Servicing Agreement upon the occurrence of an
event of default thereunder, the right to receive all remittances required to be
made by the Servicer under the Purchase and Servicing Agreement, the right to
receive all monthly reports and other data required to be delivered by the
Servicer under the Purchase and Servicing Agreement, the right to examine the
books and records of the Servicer and the right to exercise certain rights of
consent and approval relating to actions taken by the Assignor. The Master
Servicer shall be entitled to indemnification to the extent provided in Section
7A.07 and Article 9 of the Purchase and Servicing Agreement. Notwithstanding the
foregoing, it is understood that the Servicer shall not be obligated to defend
and indemnify and hold harmless the Master Servicer, the Assignee and the
Assignor from and against any losses, damages, penalties, fines, forfeitures,
judgments and any related costs including, without limitation, reasonable and
necessary legal fees, resulting from (i) actions or inactions of the Servicer
which were taken or omitted upon the instruction or direction of the Master
Servicer or (ii) the failure of the Master Servicer to perform its obligations
under the Purchase and Servicing Agreement, to the extent that the Master
Servicer has such obligations. In addition, the Assignee shall indemnify the
Servicer and hold it harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that the Servicer may
sustain in any way related to (a) actions or inactions of the Servicer which
were taken or omitted upon the instruction or direction of the Trustee or Master
Servicer, as applicable, or (b) the failure of the Trustee or the Master
Servicer, as applicable, to perform its obligations under the Purchase and
Servicing Agreement and this AAR Agreement.
The Servicer shall make all distributions under the Purchase and
Servicing Agreement to the Master Servicer by wire transfer of immediately
available funds to:
Xxxxx Fargo Bank, N.A.
ABA Number: #000-000-000
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Account Name: Corporate Trust Clearing
Account number: 0000000000
For further credit to: MLMBS 2007-3
Distribution Account Number: 00000000
A copy of all assessments, attestations, reports and certifications required to
be delivered by the Servicer under this AAR Agreement and the Purchase and
Servicing Agreement shall be delivered to the Master Servicer by the date(s)
specified herein or therein, and where such documents are required to be
addressed to any party, such addressees shall include the Master Servicer and
the Master Servicer shall be entitled to rely on such documents.
d. The Servicer shall deliver all reports required to be delivered
under the Purchase and Servicing Agreement to the Master Servicer at the
following address:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxx Mortgage Backed Securities Trust,
Series 2007-3
Modification of the Purchase and Servicing Agreement
7. IndyMac is hereby notified, and IndyMac hereby acknowledges receipt of
such notification, that a REMIC election has been made with respect to the
Assigned Loans.
8. The Assignee and the Servicer hereby amend Article 1 of the Purchase and
Servicing Agreement, as it pertains to the Assigned Loans, by:
a. deleting the definition of "Business Day" in its entirety and
replacing it with the following:
"Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a
day on which the Federal Reserve is closed, or (iii) a day on which banking
institutions in the jurisdiction in which the Master Servicer or the Servicer
are authorized or obligated by law or executive order to be closed.";
b. deleting clause (ii) of the definition of "Eligible Investments" in
its entirety and replacing it with the following:
"(ii) federal funds, demands and time deposits in, certificates of
deposits of, bankers' acceptances issued by or a segregated account maintained
with a federal or state chartered depository institution (A) the short-term
obligations of which are rated A-1 or better by S&P and P-1 by Moody's at the
time of any deposit therein or (B) the long term unsecured debt obligations of
which are rated at least "AA-" by S&P and "A+" by Fitch (if so rated) if the
deposits are to be held in the account more than 30 days; following a downgrade,
withdrawal, or suspension of such institution's rating, each account should
promptly (and in any case within not more than 30 calendar days) be moved to a
qualifying institution or to one or more segregated trust accounts in the trust
department of such institution, if permitted, (ii) a segregated trust
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account or accounts maintained with a federal or state chartered depository
institution or trust company with trust powers acting in its fiduciary capacity
or (iii) a segregated account or accounts of a depository institution acceptable
to the Rating Agencies (as evidenced by a letter from each Rating Agency that
use of any such account as the Custodial Account will not have an adverse effect
on the then-current ratings assigned to the Classes of the Certificates then
rated by the Rating Agencies). Eligible Accounts may bear interest.";
c. deleting the definition of "First Remittance Date" in its entirety
and replacing it with the following:
"First Remittance Date: August 18, 2007.";
d. deleting the definition of "Remittance Date" in its entirety and
replacing it with the following:
"Remittance Date: The 18th day (or if such 18th day is not a Business
Day, the preceding Business Day) of any month, beginning with the First
Remittance Date.";
e. deleting the definition of "Subservicer" in its entirety and
replacing it with the following:
"Subservicer: Any Person that services Mortgage Loans on behalf of the
Company or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of
the material servicing functions required to be performed by the Company under
this Agreement or any Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB."; and
f. adding the following definitions in alphabetical order:
"Annual Independent Public Accountants' Servicing Report: A report of
a firm of independent public accountants which is a member of the American
Institute of Certified Public Accountants to the effect that such firm has
examined certain documents and records relating to the servicing of the Mortgage
Loans and that such firm is of the opinion that the provisions of this Agreement
have been complied with, and that, on the basis of such examination conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers, nothing has come to the attention of such firm which would
indicate that such servicing has not been conducted in compliance therewith,
except (i) such exceptions such firm shall believe to be immaterial, and (ii)
such other exceptions as shall be set forth in such report. No Annual
Independent Public Accountants' Servicing Report shall contain any provision
restricting the use of such report by the Company, including any prohibition on
the inclusion of any such report in any filing with the Commission."
"Master Servicer: Xxxxx Fargo Bank, N.A., or its successors in interest."
"Moody's: Xxxxx'x Investors Service, Inc., or its successors in interest."
"Reconstitution: Any Securitization Transaction or Whole Loan Transfer."
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"S&P: Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx
Companies, or its successors in interest."
"Trustee: The party named as trustee in any agreement pursuant to a
Securitization Transaction."
9. The Assignee and the Servicer hereby amend the Purchase and Servicing
Agreement, as it pertains to the Assigned Loans, by:
a. deleting in its entirety the second sentence of the second
paragraph of Section 5.01 and replacing it with the following:
"Such interest shall be deposited in the Custodial Account by the
Company on the date such late payment is made and shall cover the period
commencing with the Business Day on which such payment is due and ending with
the Business Day on which such payment is made, both inclusive.";
b. adding the following language at the end of Section 5.02:
"In addition, no later than the tenth calendar day of each month, the
Company shall furnish to the Purchaser and the Master Servicer a file via
computer tape, email or modem containing, and a hard copy of, the monthly data
and the Company shall also furnish to the Purchaser and the Master Servicer a
report in the format set forth in Exhibit F, Exhibit G and Exhibit H attached
hereto, with respect to monthly remittance advice, defaulted Mortgage Loans and
Realized Loss Calculations.";
c. deleting in its entirety Section 6.04;
d. deleting in its entirety Section 6.05;
e. deleting in its entirety clause (ii) of Section 7A.03(e) and
replacing it with the following:
"(ii) which may be appointed as successor to the Company or any
Subservicer, the Company shall provide to the Purchase, any Master Servicer and
any Depositor, at least 15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Purchase and any Depositor
of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Purchase and such Depositor, all information
reasonably requested by the Purchase or any Depositor in order to comply with
the Depositor's reporting obligation under Item 6.02 of Form 8-K with respect to
any class of asset-backed securities.";
f. [Reserved];
g. delete in its entirety Section 7A.05(a)(iv) and replace it with the
following:
"(iv) deliver, and cause each Subservicer and Subcontractor described
in clause (iii) above to deliver, to the Purchaser, any Depositor, any Master
Servicer and any other Person
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that will be responsible for signing the certification (a "Sarbanes
Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act
(pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an
asset-backed issuer with respect to a Securitization Transaction a
certification, signed by the appropriate officer of the Company, in the form
attached hereto as Exhibit M.
The Company acknowledges that the parties identified in clause (a)(iv)
above may rely on the certification provided by the Company pursuant to such
clause in signing a Sarbanes Certification and filing such with the Commission.
A certification under clause (a)(iv) above does not have to be delivered to the
Purchaser, Depositor, and any Master Servicer unless the Depositor is required
under the Exchange Act to file an annual report on Form 10-K or any amendment
thereto with respect to an issuing entity whose asset pool includes Mortgage
Loans.";
h. add the following language as Section 7A.05(c):
"(c) Notwithstanding the foregoing provisions of Section 7A.05, (i) in
the event that during any calendar year (or applicable portion thereof) the
Company services 5% or less of the mortgage loans in a Securitization
Transaction, as calculated by the Master Servicer for such Securitization
Transaction, or (ii) in any calendar year in which an annual report on Form 10-K
is not required to be filed with respect to an issuing entity or Securitization
Transaction, then, in each such event, the Company may, in lieu of providing an
assessment of compliance and attestation thereon in accordance with Item 1122 of
Regulation AB, provide (and cause each Subservicer and Subcontractor described
in clause (a)(iii) above to provide) to the Depositor and the Master Servicer
for such Securitization Transaction, by not later than March 1 of such calendar
year, an Annual Independent Public Accountants' Servicing Report. If the Company
provides an Annual Independent Public Accountants' Servicing Report pursuant to
this subsection (c), then the certification required to be delivered by the
Company (and its Subservicers and Subcontractors) pursuant to clause (a)(iv)
above shall be in the form of Exhibit O attached hereto instead of Exhibit M."
i. add the following language directly below Section 7A.07:
"Section 7A.08. Third Party Beneficiary.
For purposes of this Article Section 7A and any related provisions thereto, each
Master Servicer shall be considered a third-party beneficiary of this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to
this Agreement.";
j. delete in its entirety Exhibit M of the Purchase and Servicing
Agreement and replace it with Exhibit M to this AAR Agreement;
k. delete in its entirety Exhibit F of the Purchase and Servicing
Agreement and replace it with Exhibit F to this AAR Agreement;
l. delete in its entirety Exhibit G of the Purchase and Servicing
Agreement and replace it with Exhibit G to this AAR Agreement; and
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m. delete in its entirety Exhibit H of the Purchase and Servicing
Agreement and replace it with Exhibit H to this AAR Agreement.
n. add Exhibit O hereto as Exhibit O to the Purchase and Servicing
Agreement.
Miscellaneous
10. All demands, notices and communications related to the Assigned Loans,
the Purchase and Servicing Agreement and this AAR Agreement shall be in writing
and shall be deemed to have been duly given if personally delivered or mailed by
registered mail, postage prepaid, as follows:
a. In the case of Seller and Servicer,
IndyMac Bank, F.S.B.
0000 Xxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Secondary Marketing - Transaction Management
b. In the case of Assignor,
Xxxxxxx Xxxxx Mortgage Lending, Inc.
000 Xxxxx Xxxxxx
World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMBS 2007-3
c. In the case of Assignee,
Xxxxxxx Xxxxx Mortgage Investors, Inc.
000 Xxxxx Xxxxxx
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMBS 2007-3
11. This AAR Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
12. No term or provision of this AAR Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party against
whom such waiver or modification is sought to be enforced.
13. This AAR Agreement shall inure to the benefit of the successors and
assigns of the parties hereto. Any entity into which Assignor, Assignee, Seller
or Servicer may be merged or consolidated shall without the requirement for any
further writing, be deemed Assignor, Assignee, Seller or Servicer, respectively
hereunder.
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14. This AAR Agreement shall survive the conveyance of the Assigned Loans
as contemplated in this AAR Agreement.
15. This AAR Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all such
counterparts shall constitute one and the same instrument.
16. In the event that any provision of this AAR Agreement conflicts with
any provision of the Purchase and Servicing Agreement with respect to the
Assigned Loans, the terms of this AAR Agreement shall control.
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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:
---------------------------------
INDYMAC BANK, F.S.B.
Seller and Servicer
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ACKNOWLEDGED AND AGREED:
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
Master Servicer
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ATTACHMENT l
ASSIGNED LOAN SCHEDULE
[Intentionally Omitted]
ATTACHMENT 2
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
See Exhibit 99.5 to this Form 8K
EXHIBIT F
STANDARD LOAN LEVEL FILE LAYOUT - MASTER
SERVICING
EXHIBIT 1: Layout
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ----------- ------- -------------- ----
EACH FILE REQUIRES THE FOLLOWING FIELDS:
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 20 digits 20
group of loans.
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
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.
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or 11
interest payment that a borrower is expected to dollar signs ($)
pay, P&I constant.
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
SERV_FEE_RATE The servicer's fee rate for a loan as reported 4 Max length of 6 6
by the Servicer.
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or 11
reported by the Servicer. dollar signs ($)
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or 11
Servicer. dollar signs ($)
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6
forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or 11
beginning of the processing cycle. dollar signs ($)
ACTL_END_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or 11
end of the processing cycle. dollar signs ($)
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or 11
curtailment amount, if applicable. dollar signs ($)
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or 11
curtailment amount, if applicable. dollar signs ($)
EXHIBIT 1: CONTINUED STANDARD LOAN LEVEL FILE LAYOUT
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ----------- ------- -------------- ----
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or 11
dollar signs ($)
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or 11
curtailment amount, if applicable. dollar signs ($)
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or 11
the Servicer. dollar signs ($)
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
Action Code Key: 2
ACTION_CODE The standard FNMA numeric code used to indicate 15=Bankruptcy,
the default/delinquent status of a particular 30=Foreclosure, ,
loan. 60=PIF,
63=Substitution,
65=Repurchase,70=REO
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or 11
reported by the Servicer. dollar signs ($)
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or 11
applicable. dollar signs ($)
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or 11
dollar signs ($)
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or 11
if applicable. dollar signs ($)
PLUS THE FOLLOWING APPLICABLE FIELDS:
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due 2 No commas(,) or 11
at the beginning of the cycle date to be passed dollar signs ($)
through to investors.
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or 11
investors at the end of a processing cycle. dollar signs ($)
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or 11
the Servicer for the current cycle -- only dollar signs ($)
applicable for Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or 11
service fee amount for the current cycle as dollar signs ($)
reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or 11
Servicer for the current reporting cycle -- dollar signs ($)
only applicable for Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or 11
service fee amount for the current reporting dollar signs ($)
cycle as reported by the Servicer -- only
applicable for Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or 11
prepays on his loan as reported by the dollar signs ($)
Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or 11
waived by the servicer. dollar signs ($)
EXHIBIT 1: CONTINUED STANDARD LOAN LEVEL FILE LAYOUT
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ----------- ------- -------------- ----
MOD_DATE The Effective Payment Date of the Modification MM/DD/YYYY 10
for the loan.
MOD_TYPE The Modification Type. Varchar - value can 30
be alpha or numeric
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or 11
advances made by Servicer. dollar signs ($)
BREACH_FLAG Flag to indicate if the repurchase of a loan is Y=Breach 1
due to a breach of Representations and N=NO Breach
Warranties Let blank if N/A
EXHIBIT 2: MONTHLY SUMMARY REPORT BY SINGLE INVESTOR
MONTHLY SUMMARY REPORT
For Month Ended: mm/dd/yyyy Servicer Name ______________________
Prepared by: _____________________ Investor Nbr _______________________
SECTION 1. REMITTANCES AND ENDING BALANCES - REQUIRED DATA
Beginning Ending Total Monthly Total Ending Unpaid Total Monthly Principal
Loan Count Loan Count Remittance Amo Principal Balance Balance
---------- ---------- -------------- ------------------- -----------------------
0 0 $0.00 $0.00 $0.00
PRINCIPAL CALCULATION
1. Monthly Principal Due +$0.00
------
2. Current Curtailments +$0.00
------
3. Liquidations +$0.00
------
4. Other (attach explanation) +$0.00
------
5. Principal Due $0.00
------
6. Interest (reported "gross") +$0.00
------
7. Interest Adjustments on Curtailments +$0.00
------
8. Servicing Fees -$0.00
------
9. Other Interest (attach explanation) +$0.00
------
10. Interest Due (need to subtract ser fee) $0.00
======
REMITTANCE CALCULATION
11. Total Principal and Interest Due (lines 5+10) +$0.00
------
12. Reimbursement of Non-Recoverable Advances -$0.00
------
13. Total Realized gains +$0.00
------
14. Total Realized Losses -$0.00
------
15. Total Prepayment Penalties +$0.00
------
16. Total Non-Supported Compensating Interest -$0.00
------
17. Other (attach explanation) $0.00
------
18. Net Funds Due on or before Remittance Date $$0.00
======
SECTION 2. DELINQUENCY REPORT - OPTIONAL DATA FOR LOAN ACCOUNTING
INSTALLMENTS DELINQUENT
Total No. Total No. In Real Estate Total Dollar
of of 30- 60- 90 or more Foreclosure Owned Amount of
Loans Delinquencies Days Days Days (Optional) (Optional) Delinquencies
--------- ------------- ---- ---- ---------- ----------- ----------- -------------
0 0 0 0 0 0 0 $0.00
SECTION 3. REG AB SUMMARY REPORTING - REPORT ALL APPLICABLE FIELDS
REG XX XXXXXX LOAN COUNT BALANCE
------------- ---------- -------
PREPAYMENT PENALTY AMT 0 $0.00
PREPAYMENT PENALTY AMT WAIVED 0 $0.00
DELINQUENCY P&I AMOUNT 0 $0.00
EXHIBIT G
EXHIBIT G: CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET
NOTE: DO NOT NET OR COMBINE ITEMS. SHOW ALL EXPENSES INDIVIDUALLY AND ALL
CREDITS AS SEPARATE LINE ITEMS. CLAIM PACKAGES ARE DUE ON THE REMITTANCE REPORT
DATE. LATE SUBMISSIONS MAY RESULT IN CLAIMS NOT BEING PASSED UNTIL THE FOLLOWING
MONTH. THE SERVICER IS RESPONSIBLE TO REMIT ALL FUNDS PENDING LOSS APPROVAL AND
/OR RESOLUTION OF ANY DISPUTED ITEMS.
The numbers on the 332 form correspond with the numbers listed below.
LIQUIDATION AND ACQUISITION EXPENSES:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is
required.
2. The Total Interest Due less the aggregate amount of servicing fee that
would have been earned if all delinquent payments had been made as agreed.
For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is
required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage Loan as calculated on a monthly basis. For documentation, an
Amortization Schedule from date of default through liquidation breaking out
the net interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown
required showing period of coverage, base tax, interest, penalty.
Advances prior to default require evidence of servicer efforts to
recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all
payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's
approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
1. CREDITS:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid
instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and
line (18b) for Part B/Supplemental proceeds.
TOTAL REALIZED LOSS (OR AMOUNT OF ANY GAIN)
23. The total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis (__________).
EXHIBIT 3A: CALCULATION OF REALIZED LOSS/GAIN FORM 332
Prepared by: ________________ Date: ________________
Phone: ______________________ Email Address:_____________________
------------------------ ------------------------- -----------------------
Servicer Loan No. Servicer Name Servicer Address
------------------------ ------------------------- -----------------------
XXXXX FARGO BANK, N.A. LOAN NO. _____________________________
Borrower's Name: _________________________________________________________
Property Address: ________________________________________________________
LIQUIDATION TYPE: REO SALE 3RD PARTY SALE SHORT SALE CHARGE OFF
WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN YES NO
If "Yes", provide deficiency or cramdown amount _______________________________
LIQUIDATION AND ACQUISITION EXPENSES:
(1) Actual Unpaid Principal Balance of Mortgage Loan $______________(1)
(2) Interest accrued at Net Rate ______________(2)
(3) Accrued Servicing Fees ______________(3)
(4) Attorney's Fees ______________(4)
(5) Taxes (see page 2) ______________(5)
(6) Property Maintenance ______________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ______________(7)
(8) Utility Expenses ______________(8)
(9) Appraisal/BPO ______________(9)
(10) Property Inspections ______________(10)
(11) FC Costs/Other Legal Expenses ______________(11)
(12) Other (itemize) ______________(12)
Cash for Keys __________________________ ______________(12)
HOA/Condo Fees _______________________ ______________(12)
______________________________________ ______________(12)
TOTAL EXPENSES $______________(13)
CREDITS:
(14) Escrow Balance $______________(14)
(15) HIP Refund ______________(15)
(16) Rental Receipts ______________(16)
(17) Hazard Loss Proceeds ______________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ______________(18a)
HUD Part A
______________(18b)
HUD Part B
(19) Pool Insurance Proceeds ______________(19)
(20) Proceeds from Sale of Acquired Property ______________(20)
(21) Other (itemize) ______________(21)
_________________________________________ ______________(21)
TOTAL CREDITS $______________(22)
TOTAL REALIZED LOSS (OR AMOUNT OF GAIN) $______________(23)
ESCROW DISBURSEMENT DETAIL
TYPE PERIOD OF
(TAX /INS.) DATE PAID COVERAGE TOTAL PAID BASE AMOUNT PENALTIES INTEREST
----------- --------- --------- ---------- ----------- --------- --------
EXHIBIT H
EXHIBIT : STANDARD FILE LAYOUT - DELINQUENCY REPORTING
* The column/header names in BOLD are the minimum fields Xxxxx Fargo must
receive from every Servicer
COLUMN/HEADER NAME DESCRIPTION DECIMAL FORMAT COMMENT
------------------ ----------- ------- --------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer.
This may be different than the LOAN_NBR
LOAN_NBR A unique identifier assigned to each loan by the
originator.
CLIENT_NBR Servicer Client Number
SERV_INVESTOR_NBR Contains a unique number as assigned by an external
servicer to identify a group of loans in their system.
BORROWER_FIRST_NAME First Name of the Borrower.
BORROWER_LAST_NAME Last name of the borrower.
PROP_ADDRESS Street Name and Number of Property
PROP_STATE The state where the property located.
PROP_ZIP Zip code where the property is located.
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to MM/DD/YYYY
the servicer at the end of processing cycle, as
reported by Servicer.
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either MM/DD/YYYY
by Dismissal, Discharged and/or a Motion For Relief
Was Granted.
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such
As;
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with MM/DD/YYYY
instructions to begin foreclosure proceedings.
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to MM/DD/YYYY
occur.
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,) or
dollar signs ($)
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or
dollar signs ($)
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or
dollar signs ($)
OFFER_DATE_TIME The date an offer is received by DA Admin or by the MM/DD/YYYY
Servicer.
REO_CLOSING_DATE The date the REO sale of the property is scheduled to MM/DD/YYYY
close.
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is occupied.
PROP_CONDITION_CODE A code that indicates the condition of the property.
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
CURR_PROP_VAL The current "as is" value of the property based on 2
brokers price opinion or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth if repairs are 2
completed pursuant to a broker's price opinion or
appraisal.
IF APPLICABLE:
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why the
loan is in default for this cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY
Insurance Company.
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or
dollar signs ($)
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or
dollar signs ($)
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or
dollar signs ($)
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The MM/DD/YYYY
Pool Insurer
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or
dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,) or
dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,) or
dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,) or
dollar signs ($)
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or
dollar signs ($)
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or
dollar signs ($)
MOTION_FOR_RELIEF_DATE The date the Motion for Relief was filed 10 MM/DD/YYYY
FRCLSR_BID_AMT The foreclosure sale bid amount 11 No commas(,)
or dollar
signs ($)
FRCLSR_SALE_TYPE The foreclosure sales results: REO, Third Party,
Conveyance to HUD/VA
REO_PROCEEDS The net proceeds from the sale of the REO property. No commas(,)
or dollar
signs ($)
BPO_DATE The date the BPO was done.
CURRENT_FICO The current FICO score
HAZARD_CLAIM_FILED_DATE The date the Hazard Claim was filed with the Hazard 10 M/DD/YYYY
Insurance Company.
HAZARD_CLAIM_AMT The amount of the Hazard Insurance Claim filed. 11 No commas(,)
or dollar
signs ($)
HAZARD_CLAIM_PAID_DATE The date the Hazard Insurance Company disbursed the 10 MM/DD/YYYY
claim payment.
HAZARD_CLAIM_PAID_AMT The amount the Hazard Insurance Company paid on the 11 No commas(,)
claim. or dollar
signs ($)
ACTION_CODE Indicates loan status Number
NOD_DATE MM/DD/YYYY
NOI_DATE MM/DD/YYYY
ACTUAL_PAYMENT_PLAN_START_DATE MM/DD/YYYY
ACTUAL_PAYMENT_ PLAN_END_DATE
ACTUAL_REO_START_DATE MM/DD/YYYY
REO_SALES_PRICE Number
REALIZED_LOSS/GAIN As defined in the Servicing Agreement Number
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING
The LOSS MIT TYPE field should show the approved Loss Mitigation Code as
follows:
- ASUM- Approved Assumption
- BAP- Borrower Assistance Program
- CO- Charge Off
- DIL- Deed-in-Lieu
- FFA- Formal Forbearance Agreement
- MOD- Loan Modification
- PRE- Pre-Sale
- SS- Short Sale
- MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The OCCUPANT CODE field should show the current status of the property code as
follows:
- Mortgagor
- Tenant
- Unknown
- Vacant
The PROPERTY CONDITION field should show the last reported condition of the
property as follows:
- Damaged
- Excellent
- Fair
- Gone
- Good
- Poor
- Special Hazard
- Unknown
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED
The FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as
follows:
DELINQUENCY CODE DELINQUENCY DESCRIPTION
---------------- -----------------------
001 FNMA-Death of principal mortgagor
002 FNMA-Illness of principal mortgagor
003 FNMA-Illness of mortgagor's family member
004 FNMA-Death of mortgagor's family member
005 FNMA-Marital difficulties
006 FNMA-Curtailment of income
007 FNMA-Excessive Obligation
008 FNMA-Abandonment of property
009 FNMA-Distant employee transfer
011 FNMA-Property problem
012 FNMA-Inability to sell property
013 FNMA-Inability to rent property
014 FNMA-Military Service
015 FNMA-Other
016 FNMA-Unemployment
017 FNMA-Business failure
019 FNMA-Casualty loss
022 FNMA-Energy environment costs
023 FNMA-Servicing problems
026 FNMA-Payment adjustment
027 FNMA-Payment dispute
029 FNMA-Transfer of ownership pending
030 FNMA-Fraud
031 FNMA-Unable to contact borrower
INC FNMA-Incarceration
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED
The FNMA DELINQUENT STATUS CODE field should show the Status of Default as
follows:
STATUS CODE STATUS DESCRIPTION
----------- ------------------
09 Forbearance
17 Pre-foreclosure Sale Closing Plan Accepted
24 Government Seizure
26 Refinance
27 Assumption
28 Modification
29 Charge-Off
30 Third Party Sale
31 Probate
32 Military Indulgence
43 Foreclosure Started
44 Deed-in-Lieu Started
49 Assignment Completed
61 Second Lien Considerations
62 Veteran's Affairs-No Bid
63 Veteran's Affairs-Refund
64 Veteran's Affairs-Buydown
65 Chapter 7 Bankruptcy
66 Chapter 11 Bankruptcy
67 Chapter 13 Bankruptcy
EXHIBIT M
FORM OF ANNUAL CERTIFICATION
Re: The [_________] agreement dated as of [___________l, 200[__] (the
"Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF
COMPANY] (the "Company"), certify to [the Purchaser], [the Depositor], and the
[Master Servicer] [Securities Administrator] [Trustee], and their officers, with
the knowledge and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company
provided in accordance with Item 1123 of Regulation AB (the "Compliance
Statement"), the report on assessment of the Company's compliance with the
servicing criteria set forth in Item 1122(d) of Regulation AB (the
"Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and
Item 1122 of Regulation AB (the "Servicing Assessment"), the registered
public accounting firm's attestation report provided in accordance with
Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of
Regulation AB (the "Attestation Report"), and all servicing reports,
officer's certificates and other information relating to the servicing of
the Mortgage Loans by the Company during 200[ ] that were delivered by the
Company to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee] pursuant to the Agreement (collectively, the "Company Servicing
Information");
Based on my knowledge, the Company Servicing Information, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in the light
of the circumstances under which such statements were made, not misleading
with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information
required to be provided by the Company under the Agreement has been
provided to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee];
I am responsible for reviewing the activities performed by the Company
as servicer under the Agreement, and based on my knowledge and the
compliance review conducted in preparing the Compliance Statement and
except as disclosed in the Compliance Statement, the Servicing Assessment
or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company
pursuant to this Agreement, and the Servicing Assessment and Attestation
Report required to be provided by the Company and by any Subservicer and
Subcontractor pursuant to the Agreement, have been provided to the
[Depositor] [Master Servicer]. Any material instances of noncompliance
described in such reports have been disclosed to the [Depositor] [Master
Servicer]. Any material instance of noncompliance with the Servicing
Criteria has been disclosed in such reports.
Date:
----------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
EXHIBIT O
FORM OF ANNUAL CERTIFICATION
Re: The [________] agreement dated as of [________], 200[__] (the "Agreement"),
among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF
COMPANY] (the "Company"), certify to [the Purchaser], [the Depositor], and the
[Master Servicer] [Securities Administrator] [Trustee], and their officers, with
the knowledge and intent that they will rely upon this certification, that:
(1) I have reviewed the servicer compliance statement of the Company
provided in accordance with Item 1123 of Regulation AB (the "Compliance
Statement"), the Annual Independent Public Accountants' Servicing Report
(as defined in the Agreement), and all servicing reports, officer's
certificates and other information relating to the servicing of the
Mortgage Loans by the Company during 200[ ] that were delivered by the
Company to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee] pursuant to the Agreement (collectively, the "Company Servicing
Information");
(2) Based on my knowledge, the Company Servicing Information, taken as
a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in the
light of the circumstances under which such statements were made, not
misleading with respect to the period of time covered by the Company
Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information
required to be provided by the Company under the Agreement has been
provided to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee];
(4) I am responsible for reviewing the activities performed by the
Company as servicer under the Agreement, and based on my knowledge and the
compliance review conducted in preparing the Compliance Statement and
except as disclosed in the Compliance Statement and the Annual Independent
Public Accountants' Servicing Report, the Company has fulfilled its
obligations under the Agreement in all material respects; and
(5) The Compliance Statement required to be delivered by the Company
pursuant to the Agreement, and the Annual Independent Public Accountants'
Servicing Report required to be provided by the Company and by any
Subservicer and Subcontractor pursuant to the Agreement, have been provided
to the [Depositor] [Master Servicer]. Any material instances of
noncompliance described in such reports have been disclosed to the
[Depositor] [Master Servicer]. Any material instance of noncompliance with
the Servicing Criteria has been disclosed in such reports.
Date:
----------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
