Exhibit 99.5
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR
Agreement") made as of March 1, 2007, among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending,
Inc., having an address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 4 World Financial ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Assignor"), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage
Investors, Inc., having an address ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 4 World Financial ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Assignee") and National City Mortgage
Co. (the "Company").
In consideration of the mutual promises contained herein the parties hereto
agree that the residential mortgage loans (the "Assigned Loans") listed on
Attachment 1 annexed hereto (the "Assigned Loan Schedule") purchased by ▇▇▇▇▇▇▇
▇▇▇▇▇ Bank, USA ("MLBUSA") from the Company pursuant to the Master Seller's
Warranties and Servicing Agreement, dated as of May 1, 2004, between MLBUSA and
the Company, as amended by Amendment Number One, dated as of March 22, 2006 (the
"Agreement"), shall be subject to the terms of this AAR Agreement. MLBUSA
assigned all of its right, title and interest in, to and under the Agreement to
the Assignor pursuant to the Assignment and Assumption Agreement, dated March 1,
2007, among MLBUSA, the Company and the Assignor (the "Assignment and Assumption
Agreement"; together with the Agreement, the "Agreements"). Capitalized terms
used herein but not defined shall have the meanings ascribed to them in the
Agreements.
Assignment and Assumption
1. The Assignor hereby grants, transfers and assigns to the Assignee all of
the right, title and interest of the 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 Agreements. The Assignor specifically reserves and does not assign to
the Assignee any right, title and interest in, to or under any Mortgage Loans
subject to the 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 with respect
to the Assigned Loans and the Company, prior to the date hereof.
Representations; Warranties and Covenants
2. The Assignor warrants and represents to the Assignee and the Company as
of the date hereof:
a. Attached hereto as Attachment 2 are true and accurate copies of
the Agreements, which agreements are in full force and effect as
of the date hereof and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice of
termination been given thereunder;
b. The Assignor was the lawful owner of the Assigned Loans with full
right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the Agreements as they
relate to the Assigned Loans, free and clear of any and all
liens, claims and encumbrances; and upon the transfer of the
Assigned Loans to the Assignee as contemplated herein, the
Assignee shall have good title to each and every Assigned Loan,
as well as any and all of the Assignor's interests, rights and
obligations under the Agreements as they relate to the Assigned
Loans, free and clear of any and all liens, claims and
encumbrances;
c. The Assignor has not received notice of, and has no knowledge of,
any offsets, counterclaims or other defenses available to the
Company with respect to the Assigned Loans or the Agreements;
d. The Assignor has not waived or agreed to any waiver under, or
agreed to any amendment or other modifications of, the
Agreements. The 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 Agreements;
e. The 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. The 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 the Assignor's business and will not conflict
with, or result in a breach of, any of the terms, conditions or
provisions of the Assignor's charter or by-laws or any legal
restriction, or any material agreement or instrument to which the
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 the Assignor or its property is subject. The execution,
delivery and performance by the 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 the Assignor. This AAR Agreement has been duly executed
and delivered by the Assignor and, upon the due authorization,
execution and delivery by the Assignee and the Company, will
constitute the valid and legally binding obligation of the
Assignor enforceable against the Assignor in accordance with its
terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally,
and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at law;
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 the Assignor in connection
with the execution, delivery or performance by the Assignor of
this AAR Agreement, or the consummation by it of the transactions
contemplated hereby. Neither the Assignor nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Assigned Loans or any interest in the Assigned
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Loans, or solicited any offer to buy or accept transfer, pledge
or other disposition of the Assigned Loans, or any interest in
the Assigned Loans, or otherwise approached or negotiated with
respect to the Assigned Loans, or any interest in the Assigned
Loans, with any Person in any manner, or made any general
solicitation by means of general advertising or in any other
manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of
1933, as amended (the "1933 Act") or which would render the
disposition of the Assigned Loans a violation of Section 5 of the
1933 Act or require registration pursuant thereto; and
h. The Assignor has received from the Company, and has delivered to
the Assignee, all documents required to be delivered to the
Assignor by the Company prior to the date hereof pursuant to
Section 2.04 of the Agreement with respect to the Assigned Loans.
3. The Assignee warrants and represents to, and covenants with, the
Assignor and the Company as of the date hereof:
a. The 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. The 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 the Assignee's business and will not conflict
with, or result in a breach of, any of the terms, conditions or
provisions of the Assignee's charter or by-laws or any legal
restriction, or any material agreement or instrument to which the
Assignee is now a party or by which it is bound, or result in the
violation of any law, rule, regulation, order, judgment or decree
to which the Assignee or its property is subject. The execution,
delivery and performance by the Assignee of this 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 the Assignee and, upon the due authorization,
execution and delivery by the Assignor and the Company, will
constitute the valid and legally binding obligation of the
Assignee enforceable against the 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 the Assignee in connection
with the execution, delivery or
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performance by the 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 the Assignee's knowledge, threatened, which either
in any instance or in the aggregate, if determined adversely to
the Assignee, would adversely affect the Assignee's execution or
delivery of, or the enforceability of, this AAR Agreement, or the
Assignee's ability to perform its obligations under this AAR
Agreement;
e. The Assignee understands that the Assigned Loans have not been
registered under the Securities Act of 1934 (the "Securities
Act") or the securities laws of any state; and
f. The Assignee is either (i) not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Internal Revenue
Code of 1986 (the "Code") (a "Plan") and not a Person acting,
directly or indirectly, on behalf of or investing with "plan
assets" of any such Plan or (ii) an employee benefit plan that is
subject to ERISA and the assignment contemplated herein does not
constitute and will not result in non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the
Code.
4. The Company warrants and represents to, and covenants with, the Assignor
and the Assignee as of the date hereof:
a. Attached hereto as Attachment 2 are true and accurate copies of
the Agreements, which agreements are in full force and effect as
of the date hereof and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice of
termination been given thereunder;
b. The Company is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Assigned
Loans and otherwise to perform its obligations under the
Agreements;
c. The Company 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 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
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Company of this AAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by
all necessary corporate 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 Assignor and the Assignee, 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 now or hereafter in effect
relating to creditors' rights generally, and by general
principles of equity regardless of whether enforceability is
considered in a proceeding in equity or at law;
d. No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required
to be obtained or made by 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;
e. The Company shall establish a Custodial Account and an Escrow
Account under the Agreement in favor of the Assignee with respect
to the Assigned Loans separate from the Custodial Account and the
Escrow Account previously established under the Agreement in
favor of the Assignor; and
f. No event has occurred from the applicable Closing Date to the
date hereof which would render the representations and warranties
as to the Company and the Assigned Loans made by the Company in
Section 3.01 and Section 3.02 of the Agreement to be untrue in
any material respect.
Recognition of the Assignee
5. From and after the date hereof, the Company shall recognize the Assignee
as owner of the Assigned Loans and will service the Assigned Loans for the
Assignee as if the Assignee and the Company had entered into a separate
servicing agreement for the servicing of the Assigned Loans in the form of the
Agreement (as modified herein), the terms of which are incorporated herein by
reference. In addition, the Company hereby acknowledges that from and after the
date hereof, the Assigned Loans will be subject to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of March 1, 2007, by
and among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., ▇▇▇▇▇ Fargo Bank, N.A. (the
"Master Servicer") and HSBC Bank USA, National Association. Pursuant to the
Pooling and Servicing Agreement, the Master Servicer has the right to monitor
the Company's performance of its servicing obligations under the Agreement. Such
right will include, without limitation, the right to terminate the Company under
the Agreement upon the occurrence of an event of default thereunder, the right
to receive all remittances required to be made by the Company under the
Agreement, the right to receive all monthly reports and other data required to
be delivered by the Company under the Agreement, the right to examine the books
and records of the Company, indemnification rights, and the right to exercise
certain rights of consent and approval relating to actions taken by the Company.
In connection therewith, the Company hereby agrees that all remittances required
to be made with respect to the Assigned Loans pursuant to the Agreement will be
made in accordance with the following wire transfer instructions:
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Bank: ▇▇▇▇▇ Fargo Bank, N.A.
ABA Routing Number: ▇▇▇-▇▇▇-▇▇▇
Account Name: Corporate Trust Clearing
Account Number: ▇▇▇▇▇▇▇▇▇▇
For Credit to: MANA Series 2007-A2, Acct# 53135100
and the Company shall deliver all reports required to be delivered under the
Agreement to the Assignee and to the Master Servicer at:
▇▇▇▇▇ Fargo Bank, N.A.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Client Manager - MANA 2007-A2
It is the intention of the Assignor, the Company and the Assignee that
this AAR Agreement shall be binding upon and for the benefit of the respective
successors and assigns of the parties hereto. Neither the Company nor the
Assignor shall amend or agree to amend, modify, waive or otherwise alter any of
the terms or provisions of the Agreement which amendment, modification, waiver
or other alteration would in any way affect the Assigned Loans without the prior
written consent of the Assignee.
For purposes of Section 6.08 of the Agreement, the Company is hereby
notified, and the Company hereby acknowledges receipt of such notification, that
a REMIC election has been made with respect to the Assigned Loans.
Modification of the Agreement
6. The following definitions are added to Article I of the Agreement:
"Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A., or its successors in interest."
"Nonrecoverable Advance: Any Monthly Advance previously made by the Company
pursuant to Section 5.03 or any Servicing Advance which, in the good faith
judgment of the Company, may not be ultimately recoverable by the Company
from Liquidation Proceeds or otherwise. The determination by the Company
that it has made a Nonrecoverable Advance shall be evidenced by an
Officers' Certificate of the Company delivered to the Purchaser and the
Master Servicer and detailing the reasons for such determination."
7. The definition of "Business Day" in Article I of the Agreement is
deleted in its entirety and replaced with the following:
"Business Day. Any day other than a Saturday or Sunday, or a day on which
banking and savings and loan institutions in the State of Ohio, the State
of New York, the State of Maryland or the State of Minnesota are authorized
or obligated by law or executive order to be closed."
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8. The definition of "Remittance Date" in Article I of the Agreement is
deleted in its entirety and replaced with the following:
"Remittance Date. The 18th day (or if such 18th day is not a Business Day,
the first Business Day immediately preceding) of any month, beginning with
the First Remittance Date."
9. The definition of "Servicing Criteria" in Article I of the Agreement is
deleted in its entirety and replaced with the following:
"Servicing Criteria. The "servicing criteria" set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time, for which the
Company is responsible in its capacity as Servicer and as identified on
Exhibit N hereto."
10. The following is added as Subsection 4.05(ix) of the Agreement:
"(ix) to reimburse itself for any Nonrecoverable Advances."
In the last paragraph of Section 4.05, "(viii)" is hereby replaced
with "(ix)".
11. The Assignee and the Company hereby amend Section 4.18 of the Agreement
by adding the following sentence at the end of the first paragraph thereof:
"Such report will be in the format set forth in Exhibit O-3."
12. The Assignee and the Company hereby amend Section 5.01 of the Agreement
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 following the Business Day on which such remittance 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. The
payment 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."
13. The Assignee and the Company hereby amend Section 5.02 of the Agreement
by deleting the first paragraph of 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 Purchaser or its designee a delinquency report in the form
set forth in Exhibit O-1, a monthly remittance advice in the form set forth
in Exhibit O-2, and a realized loss report in the form set forth in
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Exhibit O-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 Purchaser may reasonably require to allocate
distributions made pursuant to this Agreement and to provide appropriate
statements in connection therewith."
14. The Assignee and the Company hereby amend Section 6.05 of the Agreement
by deleting such section in its entirety and replacing it with the following:
"[Reserved.]"
15. The Assignee and the Company hereby amend Section 7A.01 of the
Agreement by deleting "Article 1" in the first sentence and replacing it with
"Article 7A."
16. The Assignee and the Company hereby amend Section 7A.01 of the
Agreement by deleting the last two sentences of the section and replacing them
with the following:
"The Company acknowledges that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agrees to
negotiate in good faith with the Purchaser, any Master Servicer or any
Depositor, upon a request made in good faith, regarding the Company's delivery
of information under these provisions on the basis of evolving interpretations
of Regulation AB. In connection with any Securitization Transaction, the Company
shall cooperate fully with the Purchaser and any Master Servicer to deliver to
the Purchaser (including any of its assignees or designees), any Master Servicer
and any Depositor, any and all statements, reports, certifications, records and
any other information necessary in the good faith determination of the
Purchaser, the Master Servicer or any Depositor to permit the Purchaser, such
Master Servicer or such Depositor to comply with the provisions of Regulation
AB, together with such disclosures relating to the Company, any Subservicer, any
Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage
Loans, reasonably believed by the Purchaser or any Depositor to be necessary in
order to effect such compliance."
17. The Assignee and the Company hereby amend Section 7A.02 of the
Agreement by deleting the section in its entirety and replacing it with the
following:
"(a) The Company shall be deemed to represent to the Purchaser, to any
Master Servicer and to any Depositor, as of the date on which information
is first provided to the Purchaser, any Master Servicer or any Depositor
under Section 7A.03 that, except as disclosed in writing to the Purchaser,
such Master Servicer or such Depositor prior to such date and unless
otherwise disclosed in such information provided under Section 7A.03: (i)
the Company is not aware and has not received notice that any default,
early amortization or other performance triggering event has occurred as to
any other securitization due to any act or failure to act of the Company;
(ii) the Company has not been terminated as servicer in a residential
mortgage loan securitization, either due to a servicing default or to
application of a servicing performance test or trigger; (iii) no material
noncompliance with the applicable servicing criteria with respect to other
securitizations of residential mortgage loans involving the Company as
servicer has been disclosed or reported by the Company; (iv) no material
changes to the Company's policies or procedures with respect to the
servicing function it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a type similar to the
Mortgage Loans have occurred during the three-year period immediately
preceding the scheduled closing date of the related Securitization
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Transaction; (v) there are no aspects of the Company's financial condition
that could have a material adverse effect on the performance by the Company
of its servicing obligations under this Agreement or any Reconstitution
Agreement; (vi) there are no material legal or governmental proceedings
pending (or known to be contemplated) against the Company, any Subservicer
or to the knowledge of the Company, any Third-Party Originator; and (vii)
there are no affiliations, relationships or transactions relating to the
Company, any Subservicer or any Third-Party Originator with respect to any
Securitization Transaction and any party thereto identified by the related
Depositor of a type described in Item 1119 of Regulation AB.
(b) If so requested by the Purchaser, any Master Servicer or any
Depositor on any date following the date on which information is first
provided to the Purchaser, any Master Servicer or any Depositor under
Section 7A.03, the Company shall, as soon as practical (but in no event
later than 10 calendar days) following such request, confirm in writing the
accuracy of the representations and warranties set forth in paragraph (a)
of this Section or, if any such representation and warranty is not accurate
as of the date of such request, provide reasonably adequate disclosure of
the pertinent facts, in writing, to the requesting party."
18. The Assignee and the Company hereby amend Section 7A.03 by deleting the
first sentence of such section and replacing it with the following:
"In connection with any Securitization Transaction the Company shall
(i) as promptly as practicable following request by the Purchaser or any
Depositor in writing (fax or email) ( but in no event later than ten (10)
calendar days following such request), provide to the Purchaser and such
Depositor (or, as applicable, cause each Third-Party Originator and each
Subservicer to provide), in writing, or in a mutually agreed upon
electronic format, and in form and substance reasonably satisfactory to the
Purchaser and such Depositor, the information and materials specified in
paragraphs (a), (b), (c) and (g) of this Section, and (ii) as promptly as
practicable following notice to or discovery by the Company, provide to the
Purchaser and any Depositor in writing, or in a mutually agreed upon
electronic format, and in form and substance reasonably satisfactory to the
Purchaser and such Depositor) the information specified in paragraph (e) of
this Section."
19. The Assignee and the Company hereby amend Section 7A.03(b) by adding
the phrase "statements and" after the word "such" and before the words
"agreed-upon procedures" in the fourth line of the first sentence of the second
paragraph of such Section.
20. The Assignee and the Company hereby amend Section 7A.03(c)(B)(5) by
deleting the word "Purchase" and replacing it with "Purchaser."
21. The Assignee and the Company hereby amend Section 7A.03(c)(F) by
deleting "and" at the end of the section;
22. The Assignee and the Company hereby amend Section 7A.03(c)(G) by
deleting the "." at the end of the section and replacing it with ";"
23. The Assignee and the Company hereby amend Section 7A.03(c) by adding
the following to the end of the section:
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"(H) a description of the Servicer's processes and procedures designed to
address any special or unique factors involved in servicing loans of a similar
type as the Mortgage Loans;
(I) a description of any material legal or governmental proceedings pending
(or known to be contemplated) against the Servicer; and
(J) a description of any affiliation or relationship between the Servicer
and any of the following parties to a Securitization Transaction, as such
parties are identified to the Servicer by the Purchaser or any Depositor in
writing in advance of such Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party."
24. The Assignee and the Company hereby amend Section 7A.03(d) by deleting
such section in its entirety and replacing it with the following:
"(d) If so requested by the Purchaser or any Depositor for the purpose
of satisfying its reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Company shall
upon discovery (or shall cause each Subservicer and Third-Party
Originator to so notify upon discovery) (i) notify the Purchaser, any
Master Servicer and any Depositor in writing of (A) any material
litigation or governmental proceedings pending against the Company,
any Subservicer or any Third-Party Originator, as applicable, and (B)
any affiliations or relationships that develop following the closing
date of a Securitization Transaction between the Company, any
Subservicer or any Third-Party Originator and any of the parties
specified in clause (D) of paragraph (a) of this Section (and any
other parties identified in writing by the requesting party) with
respect to such Securitization Transaction, (C) any Event of Default
under the terms of the Agreement or any Reconstitution Agreement, (D)
any merger, consolidation or sale of substantially all of the assets
of the Company and (E) the Company's entry into an agreement with a
Subservicer to perform or assist in the performance of any of the
Company's obligations under this Agreement or any Reconstitution
Agreement and (ii) provide to the Purchaser and any Depositor a
description of such proceedings, affiliations or relationships."
25. The Assignee and the Company hereby amend Section 7A.03(e) by adding
the phrase ", any Master Servicer" after the word "Purchaser" in the fourth line
of such section.
26. The Assignee and the Company hereby amend Section 7A.03 of the
Agreement by adding the following new sections 7A.03(f) and 7A.03(g):
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"(f) In addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, not
later than ten days prior to the deadline for the filing of any
distribution report on Form 10-D in respect of any Securitization
Transaction that includes any of the Mortgage Loans serviced by the Company
or any Subservicer, the Company or such Subservicer, as applicable, shall,
to the extent the Company or such Subservicer has knowledge, provide to the
party responsible for filing such report (including, if applicable, the
Master Servicer) notice of the occurrence of any of the following events
along with all information, data, and materials related thereto as may be
required to be included in the related distribution report on Form 10-D (as
specified in the provisions of Regulation AB referenced below):
(i) any material modifications, extensions or waivers of pool asset
terms, fees, penalties or payments during the distribution period or that
have cumulatively become material over time (Item 1121(a)(11) of Regulation
AB);
(ii) material breaches of pool asset representations or warranties or
transaction covenants (Item 1121(a)(12) of Regulation AB); and
(iii) information regarding any pool asset changes (such as,
additions, substitutions or repurchases), and any material changes in
origination or underwriting of pool assets as it relates to a substitution
(Item 1121(a)(14) of Regulation AB).
(g) The Company shall provide to the Purchaser, any Master Servicer
and any Depositor, evidence of the authorization of the person signing any
certification or statement, copies or other evidence of Fidelity Bond
Insurance and Errors and Omission Insurance policy, financial information
and reports, and such other information related to the Company or any
Subservicer or the Company or such Subservicer's performance hereunder."
27. The Assignee and the Company hereby amend Section 7A.04 of the
Agreement by deleting such section in its entirety and replacing it with the
following:
"On or before March 1st of each calendar year, commencing in 2008, the
Company shall deliver to the Purchaser, the Master Servicer and the
Depositor a statement of compliance addressed to the Purchaser, the Master
Servicer and the Depositor and signed by an authorized officer of the
Company, to the effect that (i) a review of the Company's activities as
servicer during the immediately preceding calendar year (or applicable
portion thereof) and of its performance under this Agreement and any
applicable Reconstitution Agreement during such period has been made under
such officer's supervision, and (ii) to the best of such officers'
knowledge, based on such review, the Company has fulfilled all of its
obligations under this Agreement and any applicable Reconstitution
Agreement in all material respects throughout such calendar year (or
applicable portion thereof) or, if there has been a failure to fulfill any
such obligation in any material respect, specifically identifying each such
failure known to such officer and the nature and the status thereof."
28. The Assignee and the Company hereby amend Section 7A.05 of the
Agreement by deleting Section 7A.05(a)(i)-(iv) in its entirety and replacing it
with the following:
11
"(i) deliver to the Purchaser, any Master Servicer and any Depositor a
report (in form and substance reasonably satisfactory to the Purchaser,
such Master Servicer and such Depositor) regarding the Company's assessment
of compliance with the Servicing Criteria during the immediately preceding
calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange
Act and Item 1122 of Regulation AB. Such report shall be addressed to the
Purchaser, such Master Servicer and such Depositor and signed by an
authorized officer of the Company, and shall address each of the
"Applicable Servicing Criteria", specified on Exhibit B hereto delivered to
the Purchaser concurrently with the execution of this Agreement;
(ii) deliver to the Purchaser, any Master Servicer and any Depositor a
report of a registered public accounting firm reasonably acceptable to the
Purchaser, such Master Servicer and such Depositor that attests to, and
reports on, the assessment of compliance made by the Company and delivered
pursuant to the preceding paragraph. Such attestation shall be in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act;
(iii) cause each Subservicer and each Subcontractor determined by the
Company pursuant to Section 7A.06(b) to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB to deliver to
the Purchaser, any Master Servicer and any Depositor an assessment of
compliance and accountants' attestation as and when provided in paragraphs
(a) and (b) of this Section; and
(iv) deliver, and cause each Subservicer and Subcontractor described
in clause (iii) to provide, to the Purchaser, any Depositor, any Master
Servicer and any other Person that will be responsible for signing the
certification (a "Sarbanes Certification") required by Rules 13a-14(d) and
15d-14(d) under the Exchange Act (pursuant to Section 302 of the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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, provided that such certification delivered by the Company may not be
filed as an exhibit to, or included in, any offering document or
registration statement."
29. The Assignee and the Company hereby amend Section 7A.06(a) by deleting
such section in its entirety and replacing with the following:
"(a) It shall not be necessary for the Company to seek the consent of
the Purchaser, any Master Servicer or any Depositor to the utilization of
any Subservicer. The Company shall cause any Subservicer used by the
Company (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of this Section and with Sections
7A.02, 7A.03(c), (e), (f) and (g), 7A.04, 7A.05 and 7A.07 of this Agreement
to the same extent as if such Subservicer were the Company, and to provide
the information required with respect to such Subservicer under Section
7A.03(d) of this Agreement. The Company shall be responsible for obtaining
from each Subservicer and delivering to the Purchaser and any Depositor any
servicer compliance statement required to be delivered by such Subservicer
under Section 7A.04, any assessment of compliance and attestation required
to be delivered by such Subservicer under Section 7A.05 and any
certification
12
required to be delivered to the Person that will be responsible for signing
the Sarbanes Certification under Section 7A.05 as and when required to be
delivered."
30. The Assignee and the Company hereby amend Section 7A.06(b) by deleting
the first paragraph of such section in its entirety and replacing it with the
following:
"(b) It shall not be necessary for the Company to seek the consent of
the Purchaser, any Master Servicer or any Depositor to the utilization of
any Subcontractor. The Company shall promptly upon request provide to the
Purchaser, any Master Servicer and any Depositor (or any designee of the
Depositor, such as an administrator) a written description (in form and
substance satisfactory to the Purchaser, such Depositor and such Master
Servicer) of the role and function of each Subcontractor utilized by the
Company or any Subservicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are
"participating in the servicing function" within the meaning of Item 1122
of Regulation AB, and (iii) which elements of the Servicing Criteria will
be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this paragraph."
31. The Assignee and the Company hereby amend Section 7A.07(a) of the
Agreement by deleting the first paragraph and replacing with the following:
"(a) The Company shall indemnify the Purchaser, the Master Servicer,
each affiliate of the Purchaser, and each of the following parties
participating in a Securitization Transaction: each sponsor and issuing
entity; each Person (including, but not limited to, any Master Servicer if
applicable) responsible for the preparation, execution or filing of any
report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to
Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to
such Securitization Transaction; each broker dealer acting as underwriter,
placement agent or initial purchaser, each Person who controls any of such
parties or the Depositor (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act); and the respective
present and former directors, officers, employees, agents and affiliates of
each of the foregoing and of the Depositor (each, an "Indemnified Party"),
and shall hold each of them harmless from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments, and any other costs, fees and expenses that any of them
may sustain arising out of or based upon:"
32. The Assignee and the Company hereby amend Section 7A.07(a)(ii) of the
Agreement by deleting such section in its entirety and replacing it with the
following:
"any breach by the Company of its obligations under Article 7A,
including but not limited to any failure by the Company, any Subservicer,
any Subcontractor or any Third-Party Originator to deliver any information,
report, certification, accountants' letter or other material when and as
required under this Article 1, including any failure by the Company to
identify pursuant to Section 7A.06(b) any Subcontractor "participating in
the servicing function" within the meaning of Item 1122 of Regulation AB;
and"
33. The Assignee and the Company hereby amend Section 7A.07 by adding the
13
following paragraph after Section 7A.07(a)(iii):
"If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the Company agrees
that it shall contribute to the amount paid or payable by such Indemnified
Party as a result of any claims, losses, damages or liabilities incurred by
such Indemnified Party in such proportion as is appropriate to reflect the
relative fault of such Indemnified Party on the one hand and the Company on
the other."
34. The Assignee and the Company hereby amend Section 7A.07(a) by adding
the following at the end of such section:
"This indemnification shall survive the termination of this Agreement
or the termination of any party to this Agreement."
35. The Assignee and the Company hereby amend Section 7A.07(b) by
renumbering such section to be 7A.07(c).
36. The Assignee and the Company hereby amend Section 7A.07 by adding the
following new Section 7A.07(b):
"(b) (i) Other than as set forth in clause (ii) of this Section 7A.07(b),
any failure by the Company, any Subservicer, any Subcontractor or any
Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under this
Article 7A, or any breach by the Company of a representation or warranty
set forth in Section 7A.02(a) or in a writing furnished pursuant to Section
7A.02(b) and made as of a date prior to the closing date of the related
Securitization Transaction, to the extent that such breach is not cured by
such closing date, or any breach by the Company of a representation or
warranty in a writing furnished pursuant to Section 7A.02(b) to the extent
made as of a date subsequent to such closing date, shall, except as
provided in clause (ii) of this paragraph, immediately and automatically,
without notice or grace period, constitute an Event of Default with respect
to the Company under this Agreement and any applicable Reconstitution
Agreement, if such failure is not cured within three (3) Business Days
after the Company receives written notice of such failure or breach (which
may be provided by email) and shall entitle the Purchaser or any Depositor,
as applicable, in its sole discretion to terminate the rights and
obligations of the Company as servicer under this Agreement and/or any
applicable Reconstitution Agreement without payment (notwithstanding
anything in this Agreement or any applicable Reconstitution Agreement to
the contrary) of any compensation to the Company (and if the Company is
servicing any of the Mortgage Loans in a Securitization Transaction,
appoint a successor servicer reasonably acceptable to any Master Servicer
for such Securitization Transaction); provided that to the extent that any
provision of this Agreement and/or any applicable Reconstitution Agreement
expressly provides for the survival of certain rights or obligations
following termination of the Company as servicer, such provision shall be
given effect.
(ii) Any failure by the Company, any Subservicer or any Subcontractor
to deliver any information, report, certification or accountants' letter
when and as required under Sections 7A.04 or 7A.05, including any failure
by the Company to identify pursuant to
14
Section 7A.06(b) any Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB, which continues
unremedied for ten calendar days after the date on which receipt by the
Company of written notice from the Master Servicer or any Depositor of such
failure to deliver such information, report, certification or accountants'
letter was required to be delivered shall constitute an Event of Default
with respect to the Company under this Agreement and any applicable
Reconstitution Agreement, and shall entitle the Purchaser, any Master
Servicer or any Depositor, as applicable, in its sole discretion to
terminate the rights and obligations of the Company as servicer under this
Agreement and/or any applicable Reconstitution Agreement without payment
(notwithstanding anything in this Agreement to the contrary) of any
compensation to the Company; provided that to the extent that any provision
of this Agreement and/or any applicable Reconstitution Agreement expressly
provides for the survival of certain rights or obligations following
termination of the Company as servicer, such provision shall be given
effect.
(iii) The Company shall promptly reimburse the Purchaser (or any
designee of the Purchaser, such as a master servicer) and any Depositor, as
applicable, for all reasonable expenses incurred by the Purchaser (or such
designee) or such Depositor, as such are incurred, in connection with the
termination of the Company as servicer and the transfer of servicing of the
Mortgage Loans to a successor servicer. The provisions of this paragraph
shall not limit whatever rights the Purchaser or any Depositor may have
under other provisions of this Agreement and/or any applicable
Reconstitution Agreement or otherwise, whether in equity or at law, such as
an action for damages, specific performance or injunctive relief.
(iv) In the event the Company is terminated as servicer of any
Securitization Transaction as a result of its failure to comply with the
provisions of Article 7A of this Agreement, the Purchaser hereby agrees to
cause the related securitization trust to pay the Company any accrued and
outstanding servicing fees owing to the Company to the date of such
termination and to cause the related securitization trust to agree to
reimburse the Company for any Servicing Advances that the Company actually
made as servicer pursuant to this Agreement which the successor recovers
from the related Mortgagor."
37. The Assignee and the Company hereby amend the Agreement to add the
following new Section 7A.09:
"Section 7A.09. Third Party Beneficiary.
For purposes of this Article 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."
38. The Assignee and the Company hereby amend Section 10.01 of the
Agreement by adding the following subsection:
"(x) failure by the Company to duly perform, within the required time
period, its obligations under Section 7A.04 and Section 7A.05 of the
Agreement, which failure continues unremedied for a period of ten (10) days
after the date on which written notice of
15
such failure, requiring the same to be remedied, shall have been given to
the Company by any party to this Agreement or by the Master Servicer."
39. The Assignee and the Company hereby amend the Agreement by adding the
following as Section 12.21 of the Agreement:
"Third Party Beneficiary. For purposes of this Agreement, any Master
Servicer shall be considered a third party beneficiary to this Agreement
entitled to all the rights and benefits accruing to any Master Servicer
herein as if it were a direct party to this Agreement."
40. The Assignee and the Company hereby amend Exhibit N of the Agreement by
deleting it in its entirety and replacing it with the following:
EXHIBIT N
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of
Subservicer] shall address, at a minimum, the criteria identified as below as
"Applicable Servicing Criteria":
SERVICING CRITERIA APPLICABLE
-------------------------------------------------------------------------------------------------------- SERVICING
REFERENCE CRITERIA CRITERIA
--------- ------------------------------------------------------------------------------------- ----------
GENERAL SERVICING CONSIDERATIONS
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers X
and events of default in accordance with the transaction agreements.
1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and X
procedures are instituted to monitor the third party's performance and compliance
with such servicing activities.
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the
mortgage loans are maintained.
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party X
participating in the servicing function throughout the reporting period in the amount
of coverage required by and otherwise in accordance with the terms of the transaction
agreements.
CASH COLLECTION AND ADMINISTRATION
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial bank accounts X
and related bank clearing accounts no more than two business days following receipt,
or such other number of days specified in the transaction agreements.
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are X
made only by authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, X
and any interest or other fees charged for such advances, are made, reviewed and
approved as specified in the transaction agreements.
1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or X
16
SERVICING CRITERIA APPLICABLE
-------------------------------------------------------------------------------------------------------- SERVICING
REFERENCE CRITERIA CRITERIA
--------- ------------------------------------------------------------------------------------- ----------
accounts established as a form of overcollateralization, are separately maintained
(e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as X
set forth in the transaction agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of
the Securities Exchange Act.
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities X
related bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate; (B) prepared within
30 calendar days after the bank statement cutoff date, or such other number of days
specified in the transaction agreements; (C) reviewed and approved by someone other
than the person who prepared the reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days specified in the
transaction agreements.
INVESTOR REMITTANCES AND REPORTING
1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained X
in accordance with the transaction agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance with timeframes and other
terms set forth in the transaction agreements; (B) provide information calculated in
accordance with the terms specified in the transaction agreements; (C) are filed with
the Commission as required by its rules and regulations; and (D) agree with investors'
or the trustee's records as to the total unpaid principal balance and number of
mortgage loans serviced by the Servicer.
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, X
distribution priority and other terms set forth in the transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the X
Servicer's investor records, or such other number of days specified in the
transaction agreements.
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, X
or other form of payment, or custodial bank statements.
POOL ASSET ADMINISTRATION
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required by the transaction X
agreements or related mortgage loan documents.
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by the transaction X
agreements.
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and X
approved in accordance with any conditions or requirements in the transaction
agreements.
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance with X
17
SERVICING CRITERIA APPLICABLE
-------------------------------------------------------------------------------------------------------- SERVICING
REFERENCE CRITERIA CRITERIA
--------- ------------------------------------------------------------------------------------- ------------
the related mortgage loan documents are posted to the Servicer's obligor records
maintained no more than two business days after receipt, or such other number of days
specified in the transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage loan documents.
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the Servicer's records X
with respect to an obligor's unpaid principal balance.
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., X
loan modifications or re-agings) are made, reviewed and approved by authorized
personnel in accordance with the transaction agreements and related pool asset
documents.
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds X
in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated,
conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a mortgage X
loan is delinquent in accordance with the transaction agreements. Such records are
maintained on at least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities in monitoring delinquent
mortgage loans including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans with variable X
rates are computed based on the related mortgage loan documents.
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such X
funds are analyzed, in accordance with the obligor's mortgage loan documents, on at
least an annual basis, or such other period specified in the transaction agreements;
(B) interest on such funds is paid, or credited, to obligors in accordance with
applicable mortgage loan documents and state laws; and (C) such funds are returned to
the obligor within 30 calendar days of full repayment of the related mortgage loans,
or such other number of days specified in the transaction agreements.
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on X
or before the related penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such support has been received by
the servicer at least 30 calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an X
obligor are paid from the servicer's funds and not charged to the obligor, unless the
late payment was due to the obligor's error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the
obligor's records maintained by the servicer, or such other number of days specified
in the transaction agreements. X
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in
accordance with the transaction agreements. X
1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) [X]
or Item 1115 of Regulation AB, is maintained as set forth in the if obligated
18
SERVICING CRITERIA APPLICABLE
-------------------------------------------------------------------------------------------------------- SERVICING
REFERENCE CRITERIA CRITERIA
--------- ------------------------------------------------------------------------------------- -----------
transaction agreements. under
transaction
documents
41. The Assignee and the Company hereby amend the Agreement to add the
following Exhibit O-1, Exhibit O-2 and Exhibit O-3 to the Agreement:
EXHIBIT O-1
EXHIBIT : STANDARD FILE LAYOUT - DELINQUENCY REPORTING
* The column/header names in BOLD are the minimum fields ▇▇▇▇▇ 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 MM/DD/YYYY
to the servicer at the end of processing cycle,
as reported by Servicer.
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was 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 MM/DD/YYYY
been approved by the courts
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By 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 MM/DD/YYYY
To End/Close
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually MM/DD/YYYY
Completed
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure
proceedings.
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
19
FRCLSR_SALE_AMT The amount a property sold for at the 2 No commas(,) or dollar
foreclosure sale. signs ($)
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
EVICTION_COMPLETED_DATE The date the court revokes legal possession of MM/DD/YYYY
the property from the borrower.
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or dollar
signs ($)
LIST_DATE The date an REO property is listed at a MM/DD/YYYY
particular price.
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or dollar
signs ($)
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
REO_CLOSING_DATE The date the REO sale of the property is MM/DD/YYYY
scheduled to close.
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is occupied.
PROP_CONDITION_CODE A code that indicates the condition of the
property.
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth if 2
repairs are completed pursuant to a broker's
price opinion or appraisal.
IF APPLICABLE:
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a borrower to
stop paying on a loan. Code indicates the
reason why the loan is in default for this cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or dollar
signs ($)
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
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 MM/DD/YYYY
By The Pool Insurer
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or dollar
signs ($)
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,) or dollar
signs ($)
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,) or dollar
signs ($)
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,) or dollar
signs ($)
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or dollar
signs ($)
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
20
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or dollar
signs ($)
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 ($)
FRCLSR_SALE_TYPE The foreclosure sales results: REO, Third Party,
Conveyance to HUD/VA
REO_PROCEEDS The net proceeds from the sale of the REO No commas(,) or dollar
property. signs ($)
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 10 MM/DD/YYYY
Hazard Insurance Company.
HAZARD_CLAIM_AMT The amount of the Hazard Insurance Claim filed. 11 No commas(,) or dollar
signs ($)
HAZARD_CLAIM_PAID_DATE The date the Hazard Insurance Company disbursed 10 MM/DD/YYYY
the claim payment.
HAZARD_CLAIM_PAID_AMT The amount the Hazard Insurance Company paid on 11 No commas(,) or dollar
the claim. signs ($)
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: ▇▇▇▇▇ 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 ▇▇▇▇▇
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
21
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
22
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
23
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 O-2
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 group of Text up to 20 digits 20
loans.
LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10
investor.
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. Text up to 10 digits 10
This may be different than the LOAN_NBR.
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest 2 No commas(,) or dollar 11
payment that a borrower is expected to pay, P&I constant. signs ($)
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6
24
NET_INT_RATE The loan gross interest rate less the service fee rate 4 Max length of 6 6
as reported by the Servicer.
SERV_FEE_RATE The servicer's fee rate for a loan as reported by the 4 Max length of 6 6
Servicer.
SERV_FEE_AMT The servicer's fee amount for a loan as reported by the 2 No commas(,) or dollar 11
Servicer. signs ($)
NEW_PAY_AMT The new loan payment amount as reported by the Servicer. 2 No commas(,) or dollar 11
signs ($)
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6
forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the beginning 2 No commas(,) or dollar 11
of the processing cycle. signs ($)
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of 2 No commas(,) or dollar 11
the processing cycle. signs ($)
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY 10
borrower's next payment is due to the Servicer, as
reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
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 curtailment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
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 curtailment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
25
STANDARD LOAN LEVEL FILE LAYOUT
EXHIBIT 1: CONTINUED
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- --------------------------------------------------------- ------- ---------------------- ----
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
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 curtailment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
PIF_AMT The loan "paid in full" amount as reported by the 2 No commas(,) or dollar 11
Servicer. signs ($)
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
ACTION_CODE The standard FNMA numeric code used to indicate the Action Code Key: 2
default/delinquent status of a particular loan. 15=Bankruptcy,
30=Foreclosure, ,
60=PIF,
63=Substitution,
65=Repurchase, 70=REO
INT_ADJ_AMT The amount of the interest adjustment as reported by the 2 No commas(,) or dollar 11
Servicer. signs ($)
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if applicable. 2 No commas(,) or dollar 11
signs ($)
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar 11
signs ($)
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No commas(,) or dollar 11
applicable. signs ($)
PLUS THE FOLLOWING APPLICABLE FIELDS:
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the 2 No commas(,) or dollar 11
beginning of the cycle date to be passed through to signs ($)
investors.
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at the 2 No commas(,) or dollar 11
end of a processing cycle. signs ($)
SCHED_PRIN_AMT The scheduled principal amount as reported by the 2 No commas(,) or dollar 11
Servicer for the current cycle -- only applicable for signs ($)
Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount less the service fee 2 No commas(,) or dollar 11
amount for the current cycle as reported by the Servicer signs ($)
-- only applicable for Scheduled/Scheduled Loans.
ACTL_PRIN_AMT The actual principal amount collected by the Servicer 2 No commas(,) or dollar 11
for the current reporting cycle -- only applicable for signs ($)
Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount less the service fee 2 No commas(,) or dollar 11
amount for the current reporting cycle as reported by signs ($)
the Servicer -- only applicable for Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount received when a borrower prepays on 2 No commas(,) or dollar 11
his loan as reported by the Servicer. signs ($)
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan waived by the 2 No commas(,) or dollar 11
servicer. signs ($)
26
STANDARD LOAN LEVEL FILE LAYOUT
EXHIBIT 1: CONTINUED
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- --------------------------------------------------------- ------- ---------------------- ----
MOD_DATE The Effective Payment Date of the Modification for the MM/DD/YYYY 10
loan.
MOD_TYPE The Modification Type. Varchar - value can be 30
alpha or numeric
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest advances 2 No commas(,) or dollar 11
made by Servicer. signs ($)
Flag to indicate if the repurchase of a loan is due to a Y=Breach 1
BREACH_FLAG breach of Representations and Warranties N=NO Breach
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
Loan Count Loan Count Remittance Amount Principal Balance Principal 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
======
27
SECTION 2. DELINQUENCY REPORT - OPTIONAL DATA FOR LOAN ACCOUNTING
INSTALLMENTS DELINQUENT
Total No. Total No. 90 or In Real Estate Total Dollar
of of 30- 60- more Foreclosure Owned Amount of
Loans Delinquencies Days Days Days (Optional) (Optional) Delinquencies
--------- ------------- ---- ---- ----- ----------- ----------- -------------
0 0 0 0 0 0 0 $0.00
EXHIBIT O-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.
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.
28
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 (__________ ).
29
CALCULATION OF REALIZED LOSS/GAIN FORM 332
Prepared by: _______________________ Date: __________________________________
Phone: ______________________________ Email Address: _________________________
Servicer Loan No. Servicer Name Servicer Address
_______________________ ________________________ ___________________________
▇▇▇▇▇ 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)
30
(20) Proceeds from Sale of Acquired Property ______________(20)
(21) Other (itemize) ______________(21)
_________________________________________ ______________(21)
TOTAL CREDITS $______________(22)
TOTAL REALIZED LOSS (OR AMOUNT OF GAIN) $______________(23)
31
ESCROW DISBURSEMENT DETAIL
TYPE PERIOD OF
(TAX /INS.) DATE PAID COVERAGE TOTAL PAID BASE AMOUNT PENALTIES INTEREST
----------- --------- --------- ---------- ----------- --------- --------
Miscellaneous
42. All demands, notices and communications related to the Assigned Loans,
the Agreements 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,
National City Mortgage Co.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
32
b. In the case of the Assignor,
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc.
World ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: MANA 2007-A2
c. In the case of the Assignee,
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc.
4 World Financial ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: MANA 2007-A2
43. 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.
44. 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.
45. This AAR Agreement shall inure to the benefit of the successors and
assigns of the parties hereto. Any entity into which the Assignor, the Assignee
or the Company may be merged or consolidated shall without the requirement for
any further writing, be deemed the Assignor, the Assignee or the Company,
respectively hereunder.
46. This AAR Agreement shall survive the conveyance of the Assigned Loans
as contemplated in this AAR Agreement.
47. 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.
48. In the event that any provision of this AAR Agreement conflicts with
any provision of the Agreements with respect to the Assigned Loans, the terms of
this AAR Agreement shall control.
33
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as
of the day and year first above written.
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE LENDING, INC.
Assignor
By:
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE INVESTORS, INC.
Assignee
By:
---------------------------------
Name: ▇▇▇▇ Park
Title: Authorized Signatory
NATIONAL CITY MORTGAGE CO.
Company
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ACKNOWLEDGED AND AGREED:
▇▇▇▇▇ FARGO BANK, N.A.
Master Servicer
By:
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
ATTACHMENT l
ASSIGNED LOAN SCHEDULE
[INTENTIONALLY OMITTED]
A-1-1
ATTACHMENT 2
MASTER SELLER'S WARRANTIES AND SERVICING AGREEMENT
SEE EXHIBIT 99.7
ASSIGNMENT AND ASSUMPTION AGREEMENT
SEE EXHIBIT 99.6
A-2-1
