Exhibit 99.2
APPOINTMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Appointment, Assumption and Recognition Agreement (this
"AAR Agreement") made as of January 1, 2007, among Xxxxxxx Xxxxx Mortgage
Investors, Inc. as depositor (the "Depositor"), Xxxxxxx Xxxxx Mortgage Lending,
Inc. as servicing rights owner (the "Servicing Rights Owner"), Xxxxx Fargo Bank,
National Association as master servicer (the "Master Servicer") and securities
administrator (the "Securities Administrator"), HSBC Bank USA, National
Association as trustee (the "Trustee") and Xxxxx Fargo Bank, National
Association as successor servicer (the "Company").
WITNESSETH
WHEREAS, the Depositor, the Master Servicer, the Securities
Administrator and the Trustee entered into the Stack II Pooling and Servicing
Terms (the "Pooling and Servicing Agreement"), dated as of October 1, 2006,
relating to Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-AF2, Mortgage
Pass-Through Certificates;
WHEREAS, PHH Mortgage Corporation ("PHH"), formerly known as Cendant
Mortgage Corporation having an address at 0000 Xxxxxxxxxx Xx, Xx. Xxxxxx, Xxx
Xxxxxx 00000, is currently servicing the Mortgage Loans identified on Attachment
1 attached hereto until January 1, 2007 (the "Subject Mortgage Loans") pursuant
to a servicing agreement between the Depositor and PHH;
WHEREAS, pursuant to Section 3.20 of the Pooling and Servicing
Agreement, the Servicing Rights Owner has the right to transfer the servicing
responsibilities of PHH with respect to the Subject Mortgage Loans without cause
upon the satisfaction of certain conditions set forth in the Pooling and
Servicing Agreement;
WHEREAS, the Depositor and the Servicing Rights Owner desire to
effectuate the replacement of PHH as the Servicer with respect to the Subject
Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual promises contained
herein the parties hereto agree that the Subject Mortgage Loans shall be subject
to the terms of this AAR Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Pooling and Servicing
Agreement and the Xxxxx Fargo Servicing Agreement.
Appointment of Company
1. (a) The Servicing Rights Owner hereby appoints the Company as successor
servicer under the Pooling and Servicing Agreement with respect to the Subject
Mortgage Loans. In addition, the Servicing Rights Owner hereby provides written
notification to PHH of its
termination as Servicer with respect to the Subject Mortgage Loans to be
effective on January 1, 2007 (the "Termination Date").
(b) Each of the Master Servicer and the Trustee acknowledges the
appointment of Company as a "qualified servicer" under the Pooling and
Servicing Agreement and hereby designates the Company as the Servicer of
the Subject Mortgage Loans from and after the Termination Date.
(c) PHH acknowledges the transfer of the servicing of the Subject
Mortgage Loans to the Company on the Termination Date and, notwithstanding
such transfer, PHH acknowledges and confirms that it will fulfill its
ongoing obligations under the Mortgage Loan Flow Purchase, Sale and
Servicing Agreement, dated as of March 27, 2001, among Xxxxxxx Xxxxx
Mortgage Capital, Inc. ("MLMC"), Xxxxxx'x Gate Residential Mortgage Trust
and PHH, as modified by the Assignment, Assumption and Recognition
Agreement, dated as of October 1, 2006, among MLMC, the Servicing Rights
Owner and PHH, and as further modified by the Assignment, Assumption and
Recognition Agreement, dated as of October 1, 2006, among PHH, the
Depositor and the Servicing Rights Owner (collectively, the "PHH Servicing
Agreement") in respect of the period during which it acted as servicer of
the Subject Mortgage Loans, including without limitation, its obligations
to provide a compliance statement pursuant to Section 7A.04 of the PHH
Servicing Agreement, an Assessment of Compliance, an Accountant's
Attestation and a Sarbanes Certification pursuant to Section 7A.05 of the
PHH Servicing Agreement.
In addition, PHH represents and warrants to the parties hereto as
of the date hereof that it has been assigned a servicer rating of "Strong"
from S&P and "RPS1-" from Fitch.
Representations, Warranties and Covenants
2. The following representations and warranties are hereby made by the
Depositor to the Servicing Rights Owner, the Company, the Master Servicer and
the Trustee as of the date hereof:
(a) The Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
formation and has full power and authority (corporate and other) necessary
to own or hold its properties and to conduct its business as now conducted
by it and to enter into and perform its obligations under this AAR
Agreement.
(b) It has the full corporate power and authority to execute,
deliver and perform, and to enter into and consummate the transactions
contemplated by this AAR Agreement and has duly authorized by all necessary
corporate action on its part the execution, delivery and performance of
this AAR Agreement; and this AAR Agreement, assuming the due authorization,
execution and delivery hereof by the other parties hereto, constitutes its
legal, valid and binding obligation, enforceable against it in accordance
with its terms, except that (1) the enforceability hereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors' rights generally and (2) the remedy of specific
performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought and further subject to public
policy with respect to indemnity and contribution under applicable
securities law.
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(c) The execution and delivery of this AAR Agreement by it, the
consummation of any other of the transactions contemplated by this AAR
Agreement, and the fulfillment of or compliance with the terms hereof are
in its ordinary course of business and will not (1) result in a material
breach of any term or provision of its charter or by-laws, (2) materially
conflict with, result in a material breach, violation or acceleration of,
or result in a material default under, the terms of any other material
agreement or instrument to which it is a party or by which it may be bound,
or (3) constitute a material violation of any statute, order or regulation
applicable to it of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it; and it is not in breach or
violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may impair its ability to
perform or meet any of its obligations under this AAR Agreement.
(d) No litigation is pending or, to the best of its knowledge,
threatened, against it that would materially and adversely affect the
execution, delivery or enforceability of this AAR Agreement or its ability
to perform any of its obligations under this AAR Agreement in accordance
with the terms hereof.
(e) No consent, approval, authorization or order of any court or
governmental agency or body is required for its execution, delivery and
performance of, or compliance with, this AAR Agreement or the consummation
of the transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, it has obtained the same.
3. The following representations and warranties are hereby made by the
Servicing Rights Owner to the Depositor, the Company, the Master Servicer and
the Trustee as of the date hereof:
(a) The Servicing Rights Owner is duly organized and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its formation and has full power and authority (corporate
and other) necessary to own or hold its properties and to conduct its
business as now conducted by it and to enter into and perform its
obligations under this AAR Agreement.
(b) It has the full corporate power and authority to execute,
deliver and perform, and to enter into and consummate the transactions
contemplated by this AAR Agreement and has duly authorized by all necessary
corporate action on its part the execution, delivery and performance of
this AAR Agreement; and this AAR Agreement, assuming the due authorization,
execution and delivery hereof by the other parties hereto, constitutes its
legal, valid and binding obligation, enforceable against it in accordance
with its terms, except that (1) the enforceability hereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors' rights generally and (2) the remedy of specific
performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court
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before which any proceeding therefor may be brought and further subject to
public policy with respect to indemnity and contribution under applicable
securities law.
(c) The execution and delivery of this AAR Agreement by it, the
consummation of any other of the transactions contemplated by this AAR
Agreement, and the fulfillment of or compliance with the terms hereof are
in its ordinary course of business and will not (1) result in a material
breach of any term or provision of its charter or by-laws, (2) materially
conflict with, result in a material breach, violation or acceleration of,
or result in a material default under, the terms of any other material
agreement or instrument to which it is a party or by which it may be bound,
or (3) constitute a material violation of any statute, order or regulation
applicable to it of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it; and it is not in breach or
violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may impair its ability to
perform or meet any of its obligations under this AAR Agreement.
(d) No litigation is pending or, to the best of its knowledge,
threatened, against it that would materially and adversely affect the
execution, delivery or enforceability of this AAR Agreement or its ability
to perform any of its obligations under this AAR Agreement in accordance
with the terms hereof.
(e) No consent, approval, authorization or order of any court or
governmental agency or body is required for its execution, delivery and
performance of, or compliance with, this AAR Agreement or the consummation
of the transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, it has obtained the same.
(f) It has the right to transfer the servicing obligations of PHH
as the Servicer of the Subject Mortgage Loans pursuant to Section 3.20 of
the Pooling and Servicing Agreement and such transfer shall be exercised in
accordance with the terms and conditions of the Pooling and Servicing
Agreement and all applicable law.
4. The following representations, warranties and covenants are hereby made
by the Company to the Depositor, the Servicing Rights Owner, the Master Servicer
and the Trustee as of the date hereof:
(a) The Company is duly organized, validly existing and in good
standing under the laws of the United States of America, and has all
requisite power and authority to service and administer the Subject
Mortgage Loans and otherwise to perform the obligations with respect to the
Subject Mortgage Loans set forth in the Seller's Warranties and Servicing
Agreement (WFHM Mortgage Loan Series 2006-W90) (the "Xxxxx Fargo Servicing
Agreement"), dated as of November 1, 2006, between Xxxxxxx Xxxxx Bank, USA
and the Company, as modified by this AAR Agreement. A copy of the Xxxxx
Fargo Servicing Agreement is attached hereto as Attachment 2.
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(b) The Company has full power and authority to execute, deliver
and perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions
contemplated by this AAR Agreement is in the ordinary course of the
Company's business and will not conflict with, or result in a breach of,
any of the terms, conditions or provisions of the Company's charter or
by-laws or any legal restriction, or any material agreement or instrument
to which the Company is now a party or by which it is bound, or result in
the violation of any law, rule, regulation, order, judgment or decree to
which the Company or its property is subject. The execution, delivery and
performance by the Company of this AAR Agreement and the consummation by it
of the transactions contemplated hereby, have been duly authorized by all
necessary action on the part of the Company. This AAR Agreement has been
duly executed and delivered by the Company, and, upon the due
authorization, execution and delivery by the other parties hereto, will
constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws administered by the FDIC affecting the
contract obligations of insured banks now or hereafter in effect, and by
general principles of equity regardless of whether enforceability is
considered in a proceeding in equity or at law.
(c) No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Company in connection with the
execution, delivery or performance by the Company of this AAR Agreement, or
the consummation by it of the transactions contemplated hereby.
(d) The Company accepts the appointment as successor Servicer of
the Subject Mortgage Loans under the Pooling and Servicing Agreement.
(e) The Company shall service the Subject Mortgage Loans in
accordance with the terms and provisions of the Xxxxx Fargo Servicing
Agreement, as modified by this AAR Agreement, for the exclusive benefit of
the Trustee, on behalf of the holders of the Xxxxxxx Xxxxx Mortgage
Investors Trust, Series 2006-AF2, Mortgage Pass-Through Certificates (the
"Certificateholders"). The Company shall establish a Custodial Account and
an Escrow Account under the Xxxxx Fargo Servicing Agreement with respect to
the Subject Mortgage Loans in favor of Trustee on behalf of the
Certificateholders, and shall remit collections received on the Subject
Mortgage Loans to the appropriate account as required by the Xxxxx Fargo
Servicing Agreement. The Custodial Account and the Escrow Account each
shall be entitled "Xxxxx Fargo Bank, National Association, as Servicer, in
trust for Xxxxx Fargo Bank, National Association, as Securities
Administrator for Xxxxxxx Xxxxx Mortgage Investors Trust MLMI Series
2006-AF2 Mortgage Pass-Through Certificates" and shall be an Eligible
Account.
(f) (1) No default or servicing related performance trigger has
occurred as to any other securitization due to any act or failure to act of
the Company; (2) no material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by
the Company; (3) the Company has not been terminated as servicer in a
residential mortgage loan securitization, either due to a servicing default
or
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to application of a servicing performance test or trigger; (4) no material
changes to the Company's servicing policies and procedures for similar
loans has occurred in the preceding three years; (5) there are no aspects
of the Company's financial condition that could reasonably be expected to
have a material adverse impact on the performance by the Company of its
obligations hereunder; (6) there are no legal proceedings pending, or known
to be contemplated by governmental authorities, against the Company that
could be material to investors in the securities issued; and (7) there are
no affiliations, relationships or transactions relating to the Company of a
type that are described under Item 1119 of Regulation AB (other than with
respect to the Company's affiliation with the Custodian, the Master
Servicer and the Securities Administrator).
Recognition of Assignee
5. From and after the Termination Date, the Company shall recognize the
Trustee, on behalf of the Certificateholders, as owner of the Subject Mortgage
Loans and will service the Subject Mortgage Loans in accordance with the Xxxxx
Fargo Servicing Agreement (as modified herein), the terms of which are
incorporated herein by reference. The Company hereby acknowledges that the
Mortgage Loans are part of a REMIC. In no event will the Company service the
Mortgage Loans in a manner that would (i) cause the REMIC to fail to qualify as
a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but
not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code).
The Company hereby acknowledges that the Trustee, acting pursuant to
the terms of the Pooling and Servicing Agreement, has the right to enforce all
obligations of the Company, as they relate to the Subject Mortgage Loans, under
the Xxxxx Fargo Servicing Agreement, as modified by this Agreement. Such right
will include, without limitation, the right to indemnification, the right to
terminate the Company under the Xxxxx Fargo Servicing Agreement upon the
occurrence of an Event of Default thereunder and the right to exercise certain
rights of consent and approval relating to actions taken by the Company under
the Xxxxx Fargo Servicing Agreement. In addition, any notice required to be
given by the "Purchaser" pursuant to Section 10.01 of the Xxxxx Fargo Servicing
Agreement shall be given by the Trustee. The Company further acknowledges that
pursuant to the terms of the Pooling and Servicing Agreement, the Master
Servicer is required to monitor the performance of the Company under the Xxxxx
Fargo Servicing Agreement, as modified by this Agreement. The Master Servicer
shall have the right to receive all remittances required to be made by the
Company under the Xxxxx Fargo Servicing Agreement, the right to receive all
monthly reports and other data required to be delivered by the Company under the
Xxxxx Fargo Servicing Agreement, as modified by this Agreement, the right to
examine the books and records of the Company under the Xxxxx Fargo Servicing
Agreement and the right to indemnification under the Xxxxx Fargo Servicing
Agreement. In addition, if the Company shall fail to remit any payment pursuant
to the Xxxxx Fargo Servicing Agreement, as modified by this Agreement, the
Master Servicer shall notify the Trustee and the Trustee shall notify the
Company of such failure as set forth in Section 10.01 of the Xxxxx Fargo
Servicing Agreement.
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6. In connection therewith, the Company hereby agrees that all remittances
required to be made with respect to the Subject Mortgage Loans pursuant to the
Xxxxx Fargo Servicing Agreement will be made in accordance with the following
wire transfer instructions:
Bank: Xxxxx Fargo Bank, N.A.
ABA Routing Number: 000-000-000
Account Name: Corporate Trust Clearing
Account Number: 0000000000
For Credit to: MLMI Series 0000-XX0, Xxxx# 50961200
and the Company shall deliver all reports required to be delivered under the
Xxxxx Fargo Servicing Agreement to the Master Servicer at:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - MLMI 2006-AF2
It is the intention of the parties hereto that this AAR Agreement shall be
binding upon and for the benefit of the respective successors and assigns of the
parties hereto.
Modification of the Xxxxx Fargo Servicing Agreement
7. In connection with the servicing and administration of the Subject
Mortgage Loans, the Xxxxx Fargo Servicing Agreement shall be modified as
follows:
(a) The definition of "Remittance Date" in Article I of the Xxxxx
Fargo Servicing Agreement is modified by deleting the words "immediately
following" and replacing them with "immediately preceding".
(b) Article I of the Xxxxx Fargo Servicing Agreement is modified
by deleting the definition of "Business Day" in its entirety and replacing
it with the following:
"Business Day: Any day other than (i) a Saturday or Sunday, or
(ii) a day on which the New York Stock Exchange or Federal Reserve is
closed or on which banking and savings and loan institutions in the
State of Maryland, State of Minnesota or State of California are
authorized or obligated by law or executive order to be closed."
(c) Section 3.02 of the Xxxxx Fargo Servicing Agreement is
modified by deleting such section in its entirety and replacing it with the
following:
"[Reserved].
(d) Section 4.01 of the Xxxxx Fargo Servicing Agreement is
modified by adding the following new paragraph after the second paragraph
of such section.
"Notwithstanding the foregoing, in the event that any Mortgage
Loan is in default or, in the judgment of the Company, such default is
reasonably foreseeable, the
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Company, consistent with Accepted Servicing Practices may waive,
modify or vary any term of such Mortgage Loan (including, but not
limited to, modifications that change the Mortgage Interest Rate,
forgive the payment of principal or interest or extend the final
maturity date of such Mortgage Loan), accept payment from the related
Mortgagor of an amount less than the scheduled principal balance in
final satisfaction of such Mortgage Loan, or consent to the
postponement of strict compliance with any such term or otherwise
grant indulgence to any Mortgagor if in the Company's determination
such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Purchaser."
(e) The first paragraph of Section 4.04 of the Xxxxx Fargo
Servicing Agreement is modified by replacing the phrase "Xxxxx Fargo Bank,
N.A., in trust for the Purchaser and/or subsequent purchasers of Mortgage
Loans - P&I." with "Xxxxx Fargo Bank, N.A. in trust for Xxxxx Fargo Bank,
N.A., as master servicer on behalf of the Xxxxxxx Xxxxx Mortgage Investors
Trust, Series 2006-AF2."
(f) Section 4.04(viii) of the Xxxxx Fargo Servicing Agreement is
modified by deleting such section in its entirety and replacing it with the
following:
"with respect to each Principal Prepayment an amount (to be paid
by the Company out of its funds) which, when added to all amounts
allocable to interest received in connection with the Principal
Prepayment, equals one month's interest on the amount of principal so
prepaid at the Mortgage Loan Remittance Rate; provided, however, that
in no event shall the aggregate of deposits made by the Company
pursuant to this clause (viii) exceed the aggregate amount of the
Company's Servicing Fee in the calendar month in which such deposits
are required;"
(g) The first paragraph of Section 4.06 of the Xxxxx Fargo
Servicing Agreement is modified by replacing the phrase "Xxxxx Fargo Bank,
N.A., in trust for the Purchaser and/or subsequent purchasers of the
Residential Mortgage Loans, and various Mortgagors - T&I." with "Xxxxx
Fargo Bank, N.A. in trust for Xxxxx Fargo Bank, N.A., as master servicer on
behalf of the Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-AF2."
(h) Section 5.01 of the Xxxxx Fargo Servicing Agreement is
modified by deleting the second paragraph in its entirety and replacing it
with the following:
"With respect to any remittance received by the Purchaser after
the Business Day on which such payment was due, the Company shall pay
to the Purchaser interest on any such late payment at an annual rate
equal to the Prime Rate, adjusted as of the date of each change, plus
three (3) percentage points, but in no event greater than the maximum
amount permitted by applicable law. Such interest shall be deposited
in the Custodial Account by the Company on the date such late payment
is made and shall cover the period commencing with the Business Day on
which such payment was due and ending with the Business Day on which
such payment is made, both inclusive. Such interest shall be remitted
along with the distribution payable on the next succeeding Remittance
Date. Payments by the Company of any such interest shall not be deemed
an extension of time for payment or a waiver of any Event of Default
by the Company."
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(i) Section 5.02 of the Xxxxx Fargo Servicing Agreement is
modified by deleting such section in its entirety and replacing it with the
following:
"On or before the tenth calendar day of each month (or if such
day is not a Business Day, the immediately preceding Business Day),
the Company shall furnish to the Master Servicer a delinquency report
in the form set forth in Exhibit J-1, a monthly remittance advice in
the form set forth in Exhibit J-2, and a realized loss report in the
form set forth in Exhibit J-3, each in a mutually agreeable electronic
format, as to the latest Due Period, together with such other
information with respect to the Mortgage Loans as the Master Servicer
may reasonably require to allocate distributions made pursuant to this
Agreement and to provide appropriate statements in connection
therewith."
(j) Section 6.04 of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "the Purchaser, any Master Servicer and
any Depositor" with "the Master Servicer".
(k) Section 6.04 of the Xxxxx Fargo Servicing Agreement is
further modified by replacing the phrase "the Purchaser, such Master
Servicer and such Depositor" with "the Master Servicer".
(l) Section 6.06 of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "the Purchaser, any Master Servicer and
any Depositor" with "the Master Servicer".
(m) Section 6.06 of the Xxxxx Fargo Servicing Agreement is
further modified by replacing the phrase "the Purchaser, such Master
Servicer and such Depositor" with "the Master Servicer".
(n) Section 6.06 of the Xxxxx Fargo Servicing Agreement is
further modified by replacing the phrase "the Purchaser and such Depositor"
with "the Master Servicer".
(o) Section 9.01(e) of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "subsection (d)" with "subsection (e)" in
each instance.
(p) Section 9.01(e)(iv) of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "If so requested by the Purchaser or any
Depositor for" with "For".
(q) Section 9.01(f)(i) of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "Sections 4.24" with "Sections 4.26".
(r) Section 9.01(f)(ii) of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "any breach by the Company of its
obligations under this Section 9.01(e)" with "any breach by the Company of
its obligations under Sections 4.26, 6.04, 6.06 and 9.01(e)".
(s) Section 9.01(f)(iv) of the Xxxxx Fargo Servicing Agreement is
modified by replacing the phrase "performance under this Section 9.01(e)"
with "performance under Sections 4.26, 6.04, 6.06 and 9.01(e)".
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(t) Section 10.01(ii) of the Xxxxx Fargo Servicing Agreement is
modified by adding the following language to the beginning of such section:
"except with respect to clause (x) below,"
(u) Article XII of the Xxxxx Fargo Servicing Agreement is
modified by adding the following new Section 12.15:
"Section 12.15. Third Party Beneficiary.
For purposes of this Article XII and any related provisions thereto, any
Master Servicer shall be considered a third-party beneficiary of this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to
this Agreement."
(v) The Xxxxx Fargo Servicing Agreement is modified by adding the
following new exhibits at the end thereto:
"EXHIBIT J-1
EXHIBIT: STANDARD FILE LAYOUT - DELINQUENCY REPORTING
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 MM/DD/YYYY
payment is due to the servicer at the
end of processing cycle, as reported by
Servicer.
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim MM/DD/YYYY
was filed.
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy
was filed.
BANKRUPTCY_CASE_NBR The case number assigned by the court
to the bankruptcy filing.
POST_PETITION_DUE_DATE The payment due date once the MM/DD/YYYY
bankruptcy has been approved by the
courts
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From MM/DD/YYYY
Bankruptcy. Either by Dismissal,
Discharged and/or a Motion For Relief
Was Granted.
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was MM/DD/YYYY
Approved By The Servicer
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved
For A Loan Such As;
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is MM/DD/YYYY
Scheduled To End/Close
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is MM/DD/YYYY
Actually Completed
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FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the MM/DD/YYYY
servicer with instructions to begin
foreclosure proceedings.
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to MM/DD/YYYY
Pursue Foreclosure
FIRST_LEGAL_DATE Notice of 1st legal filed by an MM/DD/YYYY
Attorney in a Foreclosure Action
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is MM/DD/YYYY
expected to occur.
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
FRCLSR_SALE_AMT The amount a property sold for at the 2 No commas(,) or
foreclosure sale. dollar signs ($)
EVICTION_START_DATE The date the servicer initiates MM/DD/YYYY
eviction of the borrower.
EVICTION_COMPLETED_DATE The date the court revokes legal MM/DD/YYYY
possession of the property from the
borrower.
LIST_PRICE The price at which an REO property is 2 No commas(,) or
marketed. dollar signs ($)
LIST_DATE The date an REO property is listed at a MM/DD/YYYY
particular price.
OFFER_AMT The dollar value of an offer for an REO 2 No commas(,) or
property. dollar signs ($)
OFFER_DATE_TIME The date an offer is received by DA MM/DD/YYYY
Admin or by the Servicer.
REO_CLOSING_DATE The date the REO sale of the property MM/DD/YYYY
is scheduled to close.
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is
occupied.
PROP_CONDITION_CODE A code that indicates the condition of
the property.
PROP_INSPECTION_DATE The date a property inspection is MM/DD/YYYY
performed.
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
CURR_PROP_VAL The current "as is" value of the 2
property based on brokers price opinion
or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth 2
if repairs are completed pursuant to a
broker's price opinion or appraisal.
IF APPLICABLE:
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a
borrower to stop paying on a loan.
Code indicates the reason why the loan
is in default for this cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed MM/DD/YYYY
With Mortgage Insurance Company.
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or
dollar signs ($)
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company MM/DD/YYYY
Disbursed Claim Payment
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid 2 No commas(,) or
On Claim dollar signs ($)
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool MM/DD/YYYY
Insurance Company
POOL_CLAIM_AMT Amount of Claim Filed With Pool 2 No commas(,) or
Insurance Company dollar signs ($)
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check MM/DD/YYYY
Was Issued By The Pool Insurer
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance 2 No commas(,) or
Company dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With MM/DD/YYYY
HUD
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,) or
dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
11
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,) or
dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With MM/DD/YYYY
HUD
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,) or
dollar signs ($)
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim MM/DD/YYYY
Payment
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or
dollar signs ($)
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the MM/DD/YYYY
Veterans Admin
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA MM/DD/YYYY
Claim Payment
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or
dollar signs ($)
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING
The LOSS MIT TYPE field should show the approved Loss Mitigation Code as
follows:
- ASUM- Approved Assumption
- BAP- Borrower Assistance Program
- CO- Charge Off
- DIL- Deed-in-Lieu
- FFA- Formal Forbearance Agreement
- MOD- Loan Modification
- PRE- Pre-Sale
- SS- Short Sale
- MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The OCCUPANT CODE field should show the current status of the property code as
follows:
- Mortgagor
- Tenant
- Unknown
- Vacant
The PROPERTY CONDITION field should show the last reported condition of the
property as follows:
- Damaged
- Excellent
- Fair
- Gone
- Good
- Poor
- Special Hazard
- Unknown
12
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
13
STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED
The FNMA DELINQUENT STATUS CODE field should show the Status of Default as
follows:
STATUS CODE STATUS DESCRIPTION
----------- ------------------------------------------
09 Forbearance
17 Pre-foreclosure Sale Closing Plan Accepted
24 Government Seizure
26 Refinance
27 Assumption
28 Modification
29 Charge-Off
30 Third Party Sale
31 Probate
32 Military Indulgence
43 Foreclosure Started
44 Deed-in-Lieu Started
49 Assignment Completed
61 Second Lien Considerations
62 Veteran's Affairs-No Bid
63 Veteran's Affairs-Refund
64 Veteran's Affairs-Buydown
65 Chapter 7 Bankruptcy
66 Chapter 11 Bankruptcy
67 Chapter 13 Bankruptcy
EXHIBIT J-2
STANDARD FILE LAYOUT - MASTER SERVICING
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ------------------------------------ ------- -------------------------------- ----
SER_INVESTOR_NBR A value assigned by the Servicer to Text up to 10 digits 20
define a group of loans.
LOAN_NBR A unique identifier assigned to each Text up to 10 digits 10
loan by the investor.
SERVICER_LOAN_NBR A unique number assigned to a loan Text up to 10 digits 10
by the Servicer. This may be
different than the LOAN_NBR.
BORROWER_NAME The borrower name as received in the Maximum length of 30 (Last, 30
file. It is not separated by first First)
and last name.
SCHED_PAY_AMT Scheduled monthly principal and 2 No commas(,) or dollar signs ($) 11
scheduled interest payment that a
borrower is expected to pay, P&I
constant.
NOTE_INT_RATE The loan interest rate as reported 4 Max length of 6 6
by the Servicer.
NET_INT_RATE The loan gross interest rate less 4 Max length of 6 6
the service fee rate as reported by
the Servicer.
14
SERV_FEE_RATE The servicer's fee rate for a loan 4 Max length of 6 6
as reported by the Servicer.
SERV_FEE_AMT The servicer's fee amount for a loan 2 No commas(,) or dollar signs ($) 11
as reported by the Servicer.
NEW_PAY_AMT The new loan payment amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
NEW_LOAN_RATE The new loan rate as reported by the 4 Max length of 6 6
Servicer.
ARM_INDEX_RATE The index the Servicer is using to 4 Max length of 6 6
calculate a forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the beginning of the
processing cycle.
ACTL_END_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the end of the processing
cycle.
BORR_NEXT_PAY_DUE_DATE The date at the end of processing MM/DD/YYYY 10
cycle that the borrower's next
payment is due to the Servicer, as
reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
SERV_CURT_DATE_1 The curtailment date associated with MM/DD/YYYY 10
the first curtailment amount.
CURT_ADJ_ AMT_1 The curtailment interest on the 2 No commas(,) or dollar signs ($) 11
first curtailment amount, if
applicable.
SERV_CURT_AMT_2 The second curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
SERV_CURT_DATE_2 The curtailment date associated with MM/DD/YYYY 10
the second curtailment amount.
CURT_ADJ_ AMT_2 The curtailment interest on the 2 No commas(,) or dollar signs ($) 11
second curtailment amount, if
applicable.
SERV_CURT_AMT_3 The third curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
SERV_CURT_DATE_3 The curtailment date associated with MM/DD/YYYY 10
the third curtailment amount.
CURT_ADJ_AMT_3 The curtailment interest on the 2 No commas(,) or dollar signs ($) 11
third curtailment amount, if
applicable.
PIF_AMT The loan "paid in full" amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
PIF_DATE The paid in full date as reported by MM/DD/YYYY 10
the Servicer.
ACTION_CODE The standard FNMA numeric code used Action Code Key: 15=Bankruptcy, 2
to indicate the default/delinquent 30=Foreclosure, 60=PIF,
status of a particular loan. 63=Substitution,
65=Repurchase, 70=REO
INT_ADJ_AMT The amount of the interest 2 No commas(,) or dollar signs ($) 11
adjustment as reported by the
Servicer.
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs ($) 11
applicable.
LOAN_LOSS_AMT The amount the Servicer is passing 2 No commas(,) or dollar signs ($) 11
as a loss, if applicable.
SCHED_BEG_PRIN_BAL The scheduled outstanding principal 2 No commas(,) or dollar signs ($) 11
amount due at the beginning of the
cycle date to be passed through to
investors.
SCHED_END_PRIN_BAL The scheduled principal balance due 2 No commas(,) or dollar signs ($) 11
to investors at the end of a
processing cycle.
15
SCHED_PRIN_AMT The scheduled principal amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer for the
current cycle -- only applicable for
Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount 2 No commas(,) or dollar signs ($) 11
less the service fee amount for the
current cycle as reported by the
Servicer -- only applicable for
Scheduled/Scheduled Loans.
ACTL_PRIN_AMT The actual principal amount 2 No commas(,) or dollar signs ($) 11
collected by the Servicer for the
current reporting cycle -- only
applicable for Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount 2 No commas(,) or dollar signs ($) 11
less the service fee amount for the
current reporting cycle as reported
by the Servicer -- only applicable
for Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs ($) 11
borrower prepays on his loan as
reported by the Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for 2 No commas(,) or dollar signs ($) 11
the loan waived by the servicer.
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
MOD_TYPE The Modification Type. Varchar - value can be alpha or 30
numeric
DELINQ_P&I_ADVANCE_AMT The current outstanding principal 2 No commas(,) or dollar signs ($) 11
and interest advances made by
Servicer.
EXHIBIT J-3
CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET
NOTE: DO NOT NET OR COMBINE ITEMS. SHOW ALL EXPENSES INDIVIDUALLY AND ALL
CREDITS AS SEPARATE LINE ITEMS. CLAIM PACKAGES ARE DUE ON THE REMITTANCE
REPORT DATE. LATE SUBMISSIONS MAY RESULT IN CLAIMS NOT BEING PASSED UNTIL
THE FOLLOWING MONTH. THE SERVICER IS RESPONSIBLE TO REMIT ALL FUNDS PENDING
LOSS APPROVAL AND /OR RESOLUTION OF ANY DISPUTED ITEMS.
The numbers on the 332 form correspond with the numbers listed below.
LIQUIDATION AND ACQUISITION EXPENSES:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is required.
2. The Total Interest Due less the aggregate amount of servicing fee that
would have been earned if all delinquent payments had been made as
agreed. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and
servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of
the Mortgage Loan as calculated on a monthly basis. For documentation,
an Amortization Schedule from date of default through liquidation
breaking out the net interest and servicing fees advanced is required.
16
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 Servicing Officer certification
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
CREDITS:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid
instructions and Escrow Agent / Attorney Letter of Proceeds
Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds
and line (18b) for Part B/Supplemental proceeds.
TOTAL REALIZED LOSS (OR AMOUNT OF ANY GAIN)
23. The total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis (_____).
17
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
18
(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)
19
ESCROW DISBURSEMENT DETAIL
TYPE PERIOD OF
(TAX /INS.) DATE PAID COVERAGE TOTAL PAID BASE AMOUNT PENALTIES INTEREST
----------- --------- --------- ---------- ----------- --------- --------
20
Conditions Precedent
8. The transactions contemplated by this AAR Agreement shall be conditioned
upon the satisfaction of the following conditions precedent:
(a) as of the termination date, the Company has been assigned a
servicer rating by each of the Rating Agencies equal to or better than the
servicer rating of PHH; and
(b) the Company meets all requirements set forth in Section 3.20
of the Pooling and Servicing Agreement of a successor to PHH with respect
to the Subject Mortgage Loans.
Miscellaneous
9. All demands, notices and communications related to the Subject Mortgage
Loans, the Xxxxx Fargo Servicing Agreement and this AAR Agreement shall be in
writing and shall be deemed to have been duly given if personally delivered or
mailed by registered mail, postage prepaid, as follows:
a. In the case of the Company,
Xxxxx Fargo Bank, N.A.
1 Home Xxxxxx
Xxx Xxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxx, MAC X2302-033
Fax: (000) 000-0000
with a copy to:
Xxxxx Fargo Bank, N.A.
1 Home Campus
Xxx Xxxxxx, Xxxx 00000-0000
Attention: General Counsel MAC X2401-06T
b. In the case of the Servicing Rights Owner,
Xxxxxxx Xxxxx Mortgage Lending, Inc.
World Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMI 2006-AF2
c. In the case of the Depositor,
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MLMI 2006-AF2
21
d. In the case of the Master Servicer,
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - MLMI 2006-AF2
e. In the case of the Trustee,
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Issuer Trust Services - Xxxxxxx Xxxxx Mortgage
Investors, Inc.,
MLMI Series 2006-AF2
10. This AAR Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflicts of law principles (other than
Section 5-1401 of the New York General Obligations Law which shall govern), and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
11. 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.
12. This AAR Agreement shall inure to the benefit of the successors and
assigns of the parties hereto. Any entity into which any party hereto may be
merged or consolidated shall without the requirement for any further writing, be
deemed to be parties hereto as if such entity was originally a signatory hereto.
13. 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.
14. In the event that any provision of this AAR Agreement conflicts with
any provision of Xxxxx Fargo Servicing Agreement with respect to the Subject
Mortgage Loans, the terms of this AAR Agreement shall control.
15. Each party will pay any commissions, fees and expenses, including
attorney's fees, it has incurred in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this AAR
Agreement.
[signature pages follow]
22
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as
of the day and year first above written.
XXXXXXX XXXXX MORTGAGE LENDING, INC.
Servicing Rights Owner
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
Depositor
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Company
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
HSBC BANK USA, NATIONAL ASSOCIATION
Trustee for the holders of the Xxxxxxx
Xxxxx Mortgage Investors Trust, Series
2006-AF2, Mortgage Pass-Through Certificates
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Master Servicer and Securities
Administrator
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
For purposes of Section 1(c) of this AAR
Agreement only:
PHH MORTGAGE CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ATTACHMENT l
SUBJECT MORTGAGE LOAN SCHEDULE
[Intentionally Omitted]
ATTACHMENT 2
XXXXX FARGO SERVICING AGREEMENT
See Exhibit 99.3
