Exhibit 10.4(B)
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EXECUTION COPY
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement (the "Agreement"), dated
April 30, 2007, is among Bank of America, National Association, a national
banking association ("Assignor"), Banc of America Funding Corporation, a
Delaware corporation ("BAFC"), U.S. Bank National Association, a national
banking association, not in its individual capacity, but solely as trustee of
the Banc of America Funding 2007-C Trust ("Assignee"), Xxxxx Fargo Bank, N.A., a
national banking association ("Xxxxx Fargo Bank"), as servicer, and acknowledged
by Xxxxx Fargo Bank, N.A. as master servicer of the Banc of America Funding
2007-C Trust.
WHEREAS, pursuant to that certain Flow Servicing Rights Purchase and Sale
Agreement, dated as of July 1, 2006 (the "BANA Purchase Agreement"), by and
between the Assignor and Xxxxx Fargo Bank, the Assignor has sold, and Xxxxx
Fargo Bank has purchased, the servicing rights related to certain of the
mortgage loans (the "BANA Purchase Agreement Mortgage Loans") listed on Exhibit
A hereto;
WHEREAS, pursuant to that certain Flow Servicing Rights Purchase and Sale
Agreement, dated as of December 1, 2004 (the "Credit Suisse Purchase
Agreement"), by and between Credit Suisse and Xxxxx Fargo Bank, Credit Suisse
has sold, and Xxxxx Fargo Bank has purchased, the servicing rights related to
certain of the mortgage loans (the "Credit Suisse Purchase Agreement Mortgage
Loans") listed on Exhibit A hereto;
WHEREAS, pursuant to that certain Assignment, Assumption and Recognition
Agreement (the "North Fork Bank Agreement" and together with the BANA Purchase
Agreement and the Credit Suisse Purchase Agreement, the "Purchase Agreement")
dated as of March 20, 2007, among North Fork Bank, successor in interest to
GreenPoint Mortgage Funding, Inc., the Assignor and Xxxxx Fargo Bank, which is
attached in Appendix I hereto, the Assignor purchased the certain of the
mortgage loans (the "North Fork Bank Mortgage Loans" and together with the BANA
Purchase Agreement Mortgage Loans and the Credit Suisse Purchase Agreement
Mortgage Loans, the "Mortgage Loans") from Xxxxx Fargo Bank;
WHEREAS, Xxxxx Fargo Bank has agreed to service the Mortgage Loans in
accordance with that certain Servicing Agreement, dated as of July 1, 2006 (the
"Servicing Agreement"), by and between the Assignor and Xxxxx Fargo Bank
(attached hereto in Appendix II);
WHEREAS, on the date hereof, the Assignor is transferring all of its right,
title and interest in and to the Mortgage Loans to BAFC;
WHEREAS, on the date hereof, BAFC is transferring all of its right, title
and interest in and to the Mortgage Loans to the Assignee; and
WHEREAS, on the date hereof, Xxxxx Fargo Bank, as master servicer (in such
capacity, the "Master Servicer") and as securities administrator (in such
capacity, the "Securities Administrator"), is entering into a Pooling and
Servicing Agreement, dated the date hereof (the "Pooling Agreement"), among
BAFC, the Master Servicer, the Securities Administrator and the Assignee,
pursuant to which the Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans.
For and in consideration of the sum of one dollar ($1.00) and other
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
1. The Assignor hereby grants, transfers and assigns to BAFC, and BAFC
hereby grants, transfers and assigns to Assignee, all of the right, title and
interest of the Assignor in, to and under the Servicing Agreement (other than
the rights of the Assignor to indemnification thereunder).
The Assignor specifically reserves and does not assign to BAFC or the
Assignee any right, title and interest in, to or under any mortgage loan subject
to the Servicing Agreement other than the Mortgage Loans.
2. The Assignor warrants and represents to, and covenants with, BAFC and
the Assignee that:
a. The Assignor is the lawful owner of the Mortgage Loans with the
full right to transfer the Mortgage Loans free from any and all claims and
encumbrances whatsoever;
b. The Assignor has not received notice of, and has no knowledge of,
any offsets, counterclaims or other defenses available to Xxxxx Fargo Bank with
respect to the Purchase Agreement, the Servicing Agreement or the Mortgage
Loans;
c. The Assignor has not waived or agreed to any waiver under, or
agreed to any amendment or other modification of, the Purchase Agreement, the
Servicing Agreement or the Mortgage Loans, including without limitation the
transfer of the servicing obligations under the Servicing Agreement. The
Assignor has no knowledge of, and has not received notice of, any waivers under
or amendments or other modifications of, or assignments of rights or obligations
under, the Purchase Agreement, the Servicing Agreement or the Mortgage Loans;
and
d. Neither the Assignor nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any
interest in the Mortgage Loans or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security
from, or otherwise approached or negotiated with respect to the Mortgage Loans,
any interest in the Mortgage Loans or any other similar security with, any
person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would
constitute a distribution of the Mortgage Loans under the Securities Act of 1933
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(the "33 Act") or which would render the disposition of the Mortgage Loans a
violation of Section 5 of the 33 Act or require registration pursuant thereto.
3. From and after the date hereof, Xxxxx Fargo Bank shall note the transfer
of the Mortgage Loans to the Assignee in its books and records, and Xxxxx Fargo
Bank shall recognize the Assignee as the owner of the Mortgage Loans.
Notwithstanding anything to the contrary contained in Section 9.01 of the
Servicing Agreement, Xxxxx Fargo Bank shall service the Mortgage Loans pursuant
to the Servicing Agreement as modified by Section 7 of this Agreement, for the
benefit of the Assignee. Xxxxx Fargo Bank acknowledges that a REMIC election
will be made with respect to the Mortgage Loans and that the Master Servicer,
pursuant to the Pooling Agreement, will administer on behalf of the Assignee the
terms and conditions of the Servicing Agreement.
4. Xxxxx Fargo Bank hereby represents and warrants to each of the other
parties hereto (i) that the representations and warranties of Xxxxx Fargo Bank
in Section 3.01 of the Servicing Agreement are true and correct in all material
respects as of the date hereof with the same force and effect as though
expressly made at and/or as of the date hereof, (ii) that it has serviced the
Mortgage Loans in accordance with the terms of the Servicing Agreement, and
(iii) that it has taken no action nor omitted to take any required action the
omission of which would have the effect of impairing any mortgage insurance or
guarantee on the Mortgage Loans.
5. In accordance with Sections 2.03 and 9.01 of the Servicing Agreement,
the Assignor hereby instructs Xxxxx Fargo Bank, and Xxxxx Fargo Bank hereby
agrees, to release from its custody and deliver the Mortgage File (as defined in
the Servicing Agreement) for each Mortgage Loan to the Assignee, or a custodian
on its behalf under the Pooling Agreement, at the address set forth in Section 8
herein on or before the date hereof.
6. Xxxxx Fargo Bank hereby agrees that, in connection with each Mortgage
Loan of which the related Mortgage has been recorded in the name of MERS or its
designee, it shall take all actions as are necessary to cause the Assignee (MERS
ID #1001065), as trustee of the Trust pursuant to the Pooling Agreement, to be
shown as the owner of such Mortgage Loan on the records of MERS for purposes of
the system of recording transfers of beneficial ownership of mortgages
maintained by MERS.
7. Xxxxx Fargo Bank, BAFC and the Assignee hereby agree to the following
modifications to the Servicing Agreement:
a. Article I. Article I is hereby modified by deleting the definition of
"Principal Prepayment Period" and replacing it with the following:
"The calendar month preceding the month in which the related
Remittance Date occurs."
b. Section 4.03. Section 4.03 is hereby modified to read as follows:
"Continuously from the respective Cut-off Date until the principal and
interest on all Mortgage Loans are paid in full or the Mortgage Loans
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have been fully liquidated (with respect to Mortgage Loans that remain
subject to this Agreement pursuant to Section 9.01 herein), in
accordance with this Agreement and Accepted Servicing Practices, the
Servicer shall proceed diligently to collect all payments due under
each of the Mortgage Loans when the same shall become due and payable
and shall take special care in ascertaining and estimating Escrow
Payments and all other charges that will become due and payable with
respect to the Mortgage Loan and the Mortgaged Property, to the end
that the installments payable by the Mortgagors will be sufficient to
pay such charges as and when they become due and payable."
c. Section 4.10. Section 4.10 is hereby modified by deleting the
following language from the fourth paragraph:
"and if the Mortgagor does not obtain such coverage, the Servicer
shall immediately force place the required coverage on the Mortgagor's
behalf."
d. Section 4.13. Section 4.13 is hereby deleted in its entirety and
replaced with the following:
"The Company or its agent shall inspect the Mortgaged Property as
often as is reasonably deemed necessary by the Company in accordance
with Accepted Servicing Practices or as may be required by the primary
mortgage guaranty insurer, to assure itself that the value of the
Mortgaged Property is being preserved. The Company shall keep a record
of each such inspection and, upon request, shall provide the Purchaser
with an electronic report of each such inspection."
e. Section 4.23 Section 4.23 is hereby modified by adding to the
beginning of the paragraph, the following language:
"The extent that the Servicer has serviced the Mortgage Loans for a
period of sixty (60) days,"
f. Section 5.01. Section 5.01 is hereby modified by deleting "the second
Business Day following" from the first sentence of the second
paragraph.
g. Section 5.02. Section 5.02 is hereby modified to read as follows:
"Not later than the tenth (10th) calendar day of each month, the
Servicer shall furnish to the Owner (or any master servicer) a
delinquency report in the form set forth in Exhibit D-1, a monthly
remittance advice in the form set forth in Exhibit D-2, and a realized
loss report in the form set forth in Exhibit D-3, each in a mutually
agreeable electronic format, as to the remittance on such Remittance
Date and as to the period ending on the last day of the month
preceding such Remittance Date. The information required by Exhibit
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D-1 is limited to that which is readily available to the Servicer and
is mutually agreed to by the Servicer and the Owner (or any master
servicer)."
The exhibits referenced in this Section 7(g) are attached to this
Agreement as Exhibit B hereto.
h. Section 6.02, Section 6.02 is hereby modified by amending the second
paragraph, after "secured by the Mortgage" in the second line, to add
the following language:
"(other than as a result of modification of the Mortgage Loan or
liquidation of the Mortgaged Property pursuant to the terms of this
Agreement)"
i. Section 6.04. Section 6.04 is hereby modified by deleting the
references to "the Owner or any Master Servicer and Depositor" and
replacing them with "the Master Servicer and the Master Servicer shall
deliver to the Depositor."
j. Section 6.06. Section 6.06 is hereby modified by:
(1) deleting the references to "the Owner, any Master Servicer and any
Depositor" and replacing them with "the Master Servicer and the Master
Servicer shall deliver to the Depositor"; and
(2) inserting the following at the end of the fifth full paragraph
therein:
"Neither the Owner nor any Depositor or Master Servicer will request
delivery of a certification under clause (d) above unless a Depositor
or Master Servicer is required under the Exchange Act to file an
annual report on Form 10-K with respect to an issuing entity whose
asset pool includes the Mortgage Loans."
k. Section 9.01. Section 9.01 is hereby modified by:
(1) modifying Section 9.01(g)(iii) to read as follows:
"In addition to such information as the Servicer, as servicer, is
obligated to provide pursuant to other provisions of this Agreement,
not later than ten (10) 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
Servicer or any Subservicer, the Servicer or such Subservicer, as
applicable, shall, to the extent the Servicer 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):
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(A) 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);
(B) material breaches of pool asset representations or warranties
or transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances
backed by the same pool assets, any pool asset changes (such as,
additions, substitutions or repurchases), and any material changes in
origination, underwriting or other criteria for acquisition or
selection of pool assets (Item 1121(a)(14) of Regulation AB).
(iv) The Servicer shall provide to the Master Servicer and the Master
Servicer shall deliver to the 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 Servicer or any Subservicer or the Servicer or such
Subservicer's performance hereunder."; and
(2) modifying Section 9.01(k) by deleting the word "Investor" and
replacing it with "party designated by the Owner"
l. Section 10.01. Section 10.01 is hereby modified by:
(1) replacing the word "sixty (60)" with "thirty (30)" in Section
10.01(b) and inserting the following thereafter:
"(or, in the case of any failure by the Servicer to perform its
obligations under Section 6.04 or Section 6.06, ten (10))"; and
(2) replacing the word "fifteen (15)" with "ten (10)" in Section
10.01(j).
8. The Assignee's address for purposes of all notices and correspondence
related to the Mortgage Loans and the Purchase Agreement and Servicing Agreement
is:
U.S. Bank National Association
000 X. XxXxxxx Xxxxxx,
Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000
Attention: Structured Finance Trust Services, BAFC 2007-C
BAFC's address for purposes of all notices and correspondence related to
the Mortgage Loans is:
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Banc of America Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: General Counsel and Chief Financial Officer
The Master Servicer's address for purposes of all notices and
correspondence related to the Mortgage Loans is:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - BAFC 2007-C
9. Xxxxx Fargo Bank shall remit all funds pursuant to the following wire
instructions:
XXXXX FARGO BANK, N.A.
ABA# 000000000
FOR CREDIT TO: SAS CLEARING, ACCT: 0000000000
FFC TO: BAFC 2007-C #53146800.
10. Xxxxx Fargo Bank hereby acknowledges that Xxxxx Fargo Bank, N.A. has
been appointed as the Master Servicer of the Mortgage Loans pursuant to the
Pooling Agreement, and therefore has the right to enforce all obligations of
Xxxxx Fargo Bank, as they relate to the Mortgage Loans, under the Servicing
Agreement. Such right will include, without limitation, the right to exercise
any and all rights of the Assignor (but not the obligations) under the Servicing
Agreement to monitor and enforce the obligations of Xxxxx Fargo Bank thereunder,
the right to receive all remittances required to be made by Xxxxx Fargo Bank
under the Servicing Agreement, the right to receive all monthly reports and
other data required to be delivered by Xxxxx Fargo Bank under the Servicing
Agreement, the right to examine the books and records of Xxxxx Fargo Bank, as
servicer, indemnification rights, and the right to exercise certain rights of
consent and approval relating to actions taken by Xxxxx Fargo Bank, as servicer.
11. Notwithstanding any provision of the Servicing Agreement to the
contrary, and solely with respect to the Mortgage Loans, any Prepayment
Penalties collected by Xxxxx Fargo Bank shall be remitted to the Master
Servicer; provided, however, any Prepayment Penalty received with respect to the
Credit Suisse Purchase Agreement Mortgage Loans having loan identification
numbers 1205164277 and 1205164317 shall be remitted to Credit Suisse.
12. It is expressly understood and agreed by the parties hereto that (i)
this Agreement is executed and delivered by U.S. Bank National Association not
individually or personally but solely as trustee on behalf of the Trust, in the
exercise of the powers and authority conferred and vested in it under the terms
of the Pooling Agreement, and (ii) under no circumstances shall U.S. Bank
National Association be personally liable for the payment of any indebtedness or
expenses of the Trust (including, without limitation, any fees, expenses or
indemnities payable under the Purchase Agreement or the Servicing Agreement), or
be liable for the breach or failure of any obligation, representation, warranty
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or covenant of the Trust under this Agreement or any other related documents, as
to all of which recourse shall be had solely to the assets of the Trust in
accordance with the terms of the Pooling Agreement.
[Signatures Follow]
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IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption and
Recognition Agreement to be executed by their duly authorized officers as of the
date first above written.
Bank of America, National Association,
as Assignor
By: /s/ Xxxxx X. Good
--------------------------------
Name: Xxxxx X. Good
Title: Principal
U.S. Bank National
Association, as Assignee
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Banc of America Funding Corporation
By: /s/ Xxxxx X. Good
--------------------------------
Name: Xxxxx X. Good
Title: Principal
Xxxxx Fargo Bank, N.A., as servicer
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Acknowledged and Agreed as
of the date first written above:
Xxxxx Fargo Bank, N.A., as Master Servicer
By: /s/ Xxxxxxx Xxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx Colli
Title: Vice President
[Assignment, Assumption and Recognition Agreement for BAFC 2007-C]
EXHIBIT A
Schedule of Mortgage Loans
[Please see the Free Writing Prospectus filed and accepted by the
Securities and Exchange Commission on April 30, 2007, with a filing
date of April 30, 2007 and accession number
0001379434-07-000080.]
X-0
XXXXXXX X
Xxxxxxx X-0 Standard File Layout - Delinquency Reporting
*The column/header names in bold are the minimum fields Xxxxx Fargo
must receive from every Servicer
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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.
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PROP_ADDRESS Street Name and Number of Property
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PROP_STATE The state where the property located.
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PROP_ZIP Zip code where the property is located.
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BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to MM/DD/YYYY
the servicer at the end of processing cycle, as reported
by Servicer.
------------------------------ ---------------------------------------------------------------------------------- --------------- --
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
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BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
------------------------------ ---------------------------------------------------------------------------------- --------------- --
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
------------------------------------------------------------ -----------------------------------------------------------------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy
filing.
------------------------------------------------------------ -----------------------------------------------------------------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved MM/DD/YYYY
by the courts
------------------------------------------------------------ -----------------------------------------------------------------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was Granted.
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LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ------------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
----------------------------------------------------------------------------------------------------------------- ------------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ------------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ------------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure Action MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ------------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ------------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --------------- --
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,) or
dollar signs ($)
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EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --------------- --
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property MM/DD/YYYY
from the borrower.
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LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or
dollar signs ($)
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B-1
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LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --------------- --
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or
dollar signs ($)
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OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --------------- --
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY
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REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
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OCCUPANT_CODE Classification of how the property is occupied.
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PROP_CONDITION_CODE A code that indicates the condition of the property.
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PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
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APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
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CURR_PROP_VAL The current "as is" value of the property based on brokers 2
price opinion or appraisal.
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REPAIRED_PROP_VAL The amount the property would be worth if repairs are completed 2
pursuant to a broker's price opinion or appraisal.
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If applicable:
----------------------------------------------------------------------------------------------------------------- --------------- --
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
----------------------------------------------------------------------------------------------------------------- --------------- --
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why the loan
is in default for this cycle.
----------------------------------------------------------------------------------------------------------------- --------------- --
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company. MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --------------- --
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or
dollar signs ($)
----------------------------------------------------------------------------------------------------------------- --------------- --
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --------------- --
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or
dollar signs ($)
----------------------------------------------------------------------------------------------------------------- --------------- --
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --------------- --
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or
dollar signs ($)
----------------------------------------------------------------------------------------------------------------- --------------- --
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool Insurer MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --------------- --
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or
dollar signs ($)
----------------------------------------------------------------------------------------------------------------- --------------- --
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 ($)
----------------------------------------------------------------------------------------------------------------- --------------- --
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --------------- --
B-2
----------------------------------------------------------------------------------------------------------------- --------------- --
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or
dollar signs ($)
----------------------------------------------------------------------------------------------------------------- --------------- --
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --------------- --
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --------------- --
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or
dollar signs ($)
----------------------------------------------------------------------------------------------------------------- --------------- --
B-3
Exhibit D-1: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o 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:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the
property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
B-4
Exhibit D-1: 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
--------------------------- ----------------------------------------------------
B-5
Exhibit D-1: 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
------------------------- -----------------------------------------------------
B-6
Exhibit D-2: Standard File Layout - Scheduled/Scheduled
------------------------------------------------------------------------------------------------------------------------------------
Max
Column Name Description Decimal Format Comment Size
------------------------------------------------------------------------------------------------------------------------------------
SER_INVESTOR_NBR A value assigned by the Servicer to define a group of Text up to 10 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.
------------------------------------------------------------------------------------------------------------------------------------
BORROWER_NAME The borrower name as received in the file. It is not Maximum length of 30 (Last, 30
separated by first and last name. First)
------------------------------------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest 2 No commas(,) or dollar signs ($) 11
payment that a borrower is expected to pay, P&I
constant.
------------------------------------------------------------------------------------------------------------------------------------
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6
------------------------------------------------------------------------------------------------------------------------------------
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 signs ($) 11
Servicer.
------------------------------------------------------------------------------------------------------------------------------------
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or dollar signs ($) 11
Servicer.
------------------------------------------------------------------------------------------------------------------------------------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------------------------------------------------------------------------------------------------------------
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6
forecasted rate.
------------------------------------------------------------------------------------------------------------------------------------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or dollar signs ($) 11
beginning of the processing cycle.
------------------------------------------------------------------------------------------------------------------------------------
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of 2 No commas(,) or dollar signs ($) 11
the processing cycle.
------------------------------------------------------------------------------------------------------------------------------------
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 signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
------------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
------------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
B-7
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10
curtailment amount.
------------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
------------------------------------------------------------------------------------------------------------------------------------
PIF_AMT The loan "paid in full" amount as reported by the 2 No commas(,) or dollar signs ($) 11
Servicer.
------------------------------------------------------------------------------------------------------------------------------------
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
------------------------------------------------------------------------------------------------------------------------------------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 15=Bankruptcy, 2
indicate the default/delinquent status of 30=Foreclosure, , 60=PIF,
a particular loan. 63=Substitution, 65=Repurchase,70=REO
------------------------------------------------------------------------------------------------------------------------------------
INT_ADJ_AMT The amount of the interest adjustment as reported by 2 No commas(,) or dollar signs ($) 11
the Servicer.
------------------------------------------------------------------------------------------------------------------------------------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if applicable. 2 No commas(,) or dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar signs ($) 11
------------------------------------------------------------------------------------------------------------------------------------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No commas(,) or dollar signs ($) 11
applicable.
------------------------------------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the 2 No commas(,) or dollar signs ($) 11
beginning of the cycle date to be passed through to
investors.
------------------------------------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at the 2 No commas(,) or dollar signs ($) 11
end of a processing cycle.
------------------------------------------------------------------------------------------------------------------------------------
SCHED_PRIN_AMT The scheduled principal amount as reported by the 2 No commas(,) or dollar signs ($) 11
Servicer for the current cycle -- only
applicable for Scheduled/Scheduled Loans.
------------------------------------------------------------------------------------------------------------------------------------
SCHED_NET_INT The scheduled gross interest amount less the service 2 No commas(,) or dollar signs ($) 11
fee amount for the current cycle as
reported by the Servicer -- only
applicable for Scheduled/Scheduled Loans.
------------------------------------------------------------------------------------------------------------------------------------
ACTL_PRIN_AMT The actual principal amount collected by the Servicer 2 No commas(,) or dollar signs ($) 11
for the current reporting cycle -- only applicable for
Actual/Actual Loans.
------------------------------------------------------------------------------------------------------------------------------------
ACTL_NET_INT The actual gross interest amount less the service fee 2 No commas(,) or dollar signs ($) 11
amount for the current reporting cycle as reported by
the Servicer -- only applicable for Actual/Actual Loans.
------------------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower prepays on 2 No commas(,) or dollar signs ($) 11
his loan as reported by the Servicer.
------------------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan waived by 2 No commas(,) or dollar signs ($) 11
the servicer.
------------------------------------------------------------------------------------------------------------------------------------
MOD_DATE The Effective Payment Date of the Modification for the MM/DD/YYYY 10
loan.
------------------------------------------------------------------------------------------------------------------------------------
MOD_TYPE The Modification Type. Varchar - value can be alpha
or numeric 30
------------------------------------------------------------------------------------------------------------------------------------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest advances 2 No commas(,) or dollar signs ($) 11
made by Servicer.
------------------------------------------------------------------------------------------------------------------------------------
B-8
Exhibit D-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 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.
B-9
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 ( ).
B-10
Exhibit 3A: Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
--------------------------- ----------------------- ---------------------
Servicer Loan No. Servicer Name Servicer Address
--------------------------- ----------------------- ---------------------
XXXXX FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance _______________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a) HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
B-12
Escrow Disbursement Detail
-------------- --------------- --------------------- ------------------ --------------------- -------------------- -----------------
Type Date Paid Period of Coverage Total Paid Base Amount Penalties Interest
(Tax /Ins.)
-------------- --------------- --------------------- ------------------ --------------------- -------------------- -----------------
-------------- --------------- --------------------- ------------------ --------------------- -------------------- -----------------
-------------- --------------- --------------------- ------------------ --------------------- -------------------- -----------------
-------------- --------------- --------------------- ------------------ --------------------- -------------------- -----------------
-------------- --------------- --------------------- ------------------ --------------------- -------------------- -----------------
-------------- --------------- --------------------- ------------------ --------------------- -------------------- -----------------
-------------- --------------- --------------------- ------------------ --------------------- -------------------- -----------------
-------------- --------------- --------------------- ------------------ --------------------- -------------------- -----------------
-------------- --------------- --------------------- ------------------ --------------------- -------------------- -----------------
APPENDIX I
North Fork Bank Agreement
[attached hereto]
Execution Version
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "AAR
Agreement") dated as of March 20, 2007, among North Fork Bank, successor in
interest to GreenPoint Mortgage Funding, Inc. (the "Assignor"), Bank of America,
National Association (the "Assignee"), DLJ Mortgage Capital, Inc. ("Company")
and Xxxxx Fargo Bank, N.A. ("Xxxxx Fargo"):
For and in consideration of the sum of one dollar ($1.00) and other
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
1. Sale and Assignment. With respect to the mortgage loans listed on
Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from the
Company, the Assignor hereby grants, transfers, assigns and sells to the
Assignee all right, title and interest of the Assignor, in, to and under (a) the
Assigned Loans and the Mortgage Files and (b) that certain Seller's Purchase,
Warranties and Servicing Agreement, dated February 25, 2005, by and between the
Assignor and the Company (as amended, the "Agreement"), as the Agreement relates
to the Assigned Loans and only the Assigned Loans and the Assignee hereby
assumes all of the Assignor's obligations and duties arising under the Agreement
from and after the date hereof, and the Company and Xxxxx Fargo hereby
acknowledges such sale, assignment and assumption. 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 the Assigned
Loans. The Company has previously assigned and delegated the servicing rights,
obligations and duties under the Agreement to Xxxxx Fargo. Notwithstanding the
foregoing, it is understood that neither the Company nor Xxxxx Fargo nor
Assignor is released from liability to the other for any breaches of any
representations, warranties or covenants made by such party to the other in the
Agreement prior to the date hereof regardless of when such breaches are
discovered or made known; provided however, that the Company shall be released
from any obligations under Sections 3.05 and 3.06 of the Agreement. Capitalized
terms used but not defined herein shall have the respective meanings ascribed to
them in the Agreement.
2. Payment. Simultaneously with the execution of this AAR Agreement and
upon completion of the other closing conditions set forth in the Purchase Price
and Terms Letter (the "PPTL"), dated as of January 12, 2007, by and between the
Assignee and the Assignor, the Assignee shall pay to the Assignor the purchase
price as calculated pursuant to the PPTL. The Assignee shall pay the purchase
price payable under the PPTL by wire transfer of immediately available funds to
the account specified by the Assignor. Upon payment of such purchase price, the
Assignee assumes all right, title and interest in and to the Assigned Loans and
the Mortgage Files pursuant to the Agreement. The Assignee shall be entitled to
all scheduled payments due on the Assigned Loans after March 1, 2007 (the
"Assigned Loans Cut-off Date") and all unscheduled payments or other proceeds or
other recoveries on the Assigned Loans received on and after the Assigned Loans
Cut-off Date, as provided in the Agreement. The Assignor, at its expense, shall
have caused to be delivered to the Assignee or its designee the Mortgage Files
for each Assigned Loan in the Assignor's or its custodian's possession prior to
the date hereof, excluding that portion under the control of the Company or
Xxxxx Fargo. The Assignor, Xxxxx Fargo and the Company acknowledge and agree
that the Assignee has designated U.S. Bank National Association (the
"Custodian") as its custodian of the Mortgage Files pursuant to a Custodial
Agreement between the Assignee and the Custodian.
3. Representations. Warranties and Covenants of the Assignor. The Assignor
warrants and represents to, and covenants with, the Assignee that:
(a) 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 organizational documents 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, Xxxxx Fargo 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. The execution, delivery and performance by the Assignor of
this AAR Agreement and the consummation of the transactions contemplated hereby
do not require the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except such as has been
obtained, given, effected or taken prior to the date hereof. There are no
actions, suits or proceedings pending or, to the knowledge of the Assignor,
threatened, before or by any court, administrative agency, arbitrator or
governmental body (i) with respect to any of the transactions contemplated by
this AAR Agreement or (ii) with respect to any other matter that in the judgment
of the Assignor will be determined adversely to the Assignor and, if determined
adversely to the Assignor, will materially and adversely affect its ability to
perform its obligations under this AAR Agreement;
(b) The Assignor is the lawful owner of the Assigned Loans with the
full right to transfer the Assigned Loans and all of its interests, rights and
obligations under the Agreement free from any and all encumbrances, liens,
pledges, participation interests, claims or security interests of any nature
encumbering the Assigned Loans. Except for the sale to the Assignee, the
Assignor has not assigned or pledged any Mortgage Note related to any Assigned
Loan or the related Mortgage or any interest or participation therein;
(c) The Assignor has not satisfied, canceled, or subordinated in whole
or in part, or rescinded the Mortgage related to any Assigned Loan, and the
Assignor has not released the Mortgaged Property from the lien of the Mortgage
related to any Assigned Loan, in whole or in part, nor has the Assignor executed
an instrument that would effect any such release, cancellation, subordination,
or rescission;
(d) The Assignor has not taken any action that would serve to impair
or encumber the Assignor's ownership interest in the Assigned Loans since the
applicable date of the original sale to Assignor;
(e) The Assignor has not received notice of, and has no knowledge of,
any offsets, counterclaims or other defenses available to the Company or Xxxxx
Fargo with respect to the Agreement or the Assigned Loans;
2
(f) The Assignor has not waived or agreed to any waiver under, or
agreed to any amendment or other modification of, the Agreement, including
without limitation the transfer of the servicing obligations under the
Agreement. The Assignor has no knowledge of, and has not received notice of, any
waivers under or amendments or other modifications of, or assignments of rights
or obligations under, or defaults under, the Agreement;
(g) Neither the Assignor nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Assigned Loans, any
interest in the Assigned Loans or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Assigned Loans, any interest in the Assigned Loans or any other similar security
from, or otherwise approached or negotiated with respect to the Assigned Loans,
any interest in the Assigned Loans or any other similar security 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 "Securities Act") or which would render the disposition of
the Assigned Loans a violation of Section 5 of the Securities Act or require
registration pursuant thereto;
(h) No statement, tape, diskette, form, report or other document
prepared by, or on behalf of, the Assignor in connection with the transactions
contemplated hereby, contains or will contain any statement that is or will be
inaccurate or misleading in any material respect;
(i) With respect to each of the Assigned Loans, the representations
and warranties contained in Section 3.2 of the Agreement, to the extent they
relate to matters arising on or after the date such Assigned Loan was purchased
by the Assignor from the Company (the "Original Closing Date"), are true and
correct as of the date of this AAR Agreement. For purposes of making the
representations and warranties contemplated in the foregoing sentence, each
reference in Section 3.2 of the Agreement (i) to the "Cut-off Date" shall he
deemed to be a reference to the Assigned Loans Cut-off Date, (ii) to the
"Mortgage Loan Schedule" shall be deemed to be a reference to Exhibit A hereto
and any other schedules of the Assigned Loans, provided in writing or
electronically, providing any data with respect to the Assigned Loans of the
type described in the definition of "Mortgage Loan Schedule" provided in the
Agreement (other than any schedules that were updated by the Assignor prior to
the date of this AAR Agreement), (iii) to the "Closing Date" shall be deemed to
be a reference to the date of this AAR Agreement and (iv) to the "Seller's
knowledge" shall be deemed to be a reference to the Assignor's knowledge. For
purposes of clarification, the Assignor shall not be deemed to have breached or
violated any representation or warranty contemplated in this paragraph in the
event that such representation or warranty was not true or correct as of the
Original Closing Date (an "Original Breach") unless such Original Breach was
cured prior to the date hereof; and
(j) With respect to each of the Assigned Loans, the matters set forth
in Schedule I attached hereto are true and correct as of the date of this AAR
Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 3 shall survive delivery of the respective Assigned
Loans to the Assignee or its designee and shall inure to the benefit of the
Assignee and its assigns notwithstanding any restrictive or qualified
endorsement or assignment. It is understood and agreed that the Assignor shall
be deemed not to have made the representations and warranties in this Section 3
with respect to, and to the extent of, representations and warranties made as to
the matters covered in this Section 3 by the Company in the Agreement. It is
further understood and agreed that the Assignor has made no representations or
warranties to the Assignee other than those contained herein, and no other
affiliate of the Assignor has made any representations or warranties of any kind
to the Assignee.
3
4. Repurchase of Assigned Loans. The Assignor and the Assignee understand
and agree that:
(a) Upon the discovery by the Assignor or the Assignee and its assigns
of a breach of any representation, warranty, or covenant under this AAR
Agreement, the party discovering such breach shall give prompt written notice to
the other parties to this AAR Agreement. Upon discovery or notice of any breach
by the Assignor of any representation, warranty, or covenant under this AAR
Agreement that materially and adversely affects the value of any Assigned Loan
or the interest of the Assignee therein (it being understood that any such
defect or breach shall be deemed to have materially and adversely affected the
value of the related Assigned Loan or the interest of the Assignee therein if
the Assignee incurs a loss as a result of such defect or breach), the Assignee
promptly shall request that the Assignor cure such breach and, if the Assignor
does not cure such breach in all material respects within sixty (60) days from
the date on which it is notified of the breach, the Assignor shall, unless
notified by the Assignee, repurchase the Assigned Loan no later than
seventy-five (75) days from the date on which it is notified of the breach in
the same manner set forth in Section 3.3 of the Agreement. The repurchase price
(the "Repurchase Price") for a repurchase by Assignor shall be calculated by (i)
multiplying the percentage used in calculating the purchase price for the
applicable Assigned Loan pursuant to the PPTL by an amount equal to the then
outstanding principal balance of such Assigned Loan as of the date of such
repurchase, plus (ii) accrued interest on such Assigned Loan from the date on
which interest had last been paid through the last day of the month in which
such repurchase takes place, plus (iii) the amount of any outstanding advances
owed to the Company or Xxxxx Fargo, plus (iv) all reasonable costs and expenses
incurred by the Assignee arising out of or based upon such breach, including,
without limitation, reasonable costs and expenses incurred in the enforcement of
the Assignor's repurchase obligation hereunder. Any repurchase of an Assigned
Loan or Loans pursuant to the foregoing provisions of this Section 4 shall be
accomplished by wire transfer of the amount of the Repurchase Price to an
account designated by the Assignee. In addition to such repurchase or
substitution obligation, the Assignor shall indemnify the Assignee and hold it
harmless against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and other costs and
expenses based on or grounded upon, or resulting from a breach of a
representation or warranty under this AAR Agreement or a violation of any other
provision hereof.
(b) In the event the Company has breached a representation or warranty
under this AAR Agreement that is substantially identical to a representation or
warranty by the Assignor under this AAR Agreement, the Assignee shall first
proceed against the Company under the Agreement. In the event that any Assigned
Loan is repurchased by the Company pursuant to this Section, the Assignor shall
promptly remit, upon written notice from the Assignee, to the Assignee an amount
equal to the amount by which the Repurchase Price payable under Section 4(a)
hereof exceeds the amount payable by the Company under the Agreement upon such
repurchase. If the Company does not, within sixty (60) days after notification
of the breach, cure such breach or repurchase the Assigned Loan in the same
manner as set forth in Section 3.3 of the Agreement, the Assignee shall be
entitled to enforce the obligations of the Assignor hereunder to cure such
breach or to purchase the Assigned Loan from the Assignee, and/or to indemnify
Assignee, except to the extent such breach arose prior to the applicable
Original Closing Date. In such event, the Assignor shall succeed to the rights
of the Assignee to enforce the obligations of the Company to cure such breach or
repurchase such Assigned Loan under the terms of the Agreement with respect to
such Assigned Loan. Upon repurchase of an Assigned Loan by the Assignor pursuant
to this Section, the Assignee shall cause the related Mortgage File previously
delivered to the Assignee to be returned to the Assignor or its designee at the
direction of the Assignor no later than three (3) Business Days after such
repurchase.
4
(c) Except as specifically set forth herein, the Assignee shall have
no responsibility to enforce any provision of the Agreement, to oversee
compliance thereof, or to take notice of any breach or default thereof.
(d) The obligations to the Assignee in this Section 4 shall survive
any sale or assignment of the Assigned Loans by the Assignee to any third party
and shall be independently enforceable by the Assignee.
5. Representations. Warranties and Covenants of the Assignee. The Assignee
warrants and represents to, and covenants with, the Assignor, Xxxxx Fargo and
the Company that:
(a) 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 the Assignee. This AAR
Agreement has been duly executed and delivered by the Assignee and, upon the due
authorization, execution and delivery by the Company, Xxxxx Fargo and the
Assignor, 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. The
execution, delivery and performance by the Assignee of this AAR Agreement and
the consummation of the transactions contemplated hereby do not require the
consent or approval of, the giving of notice to, the registration with, or the
taking of any other action in respect of, any state, federal or other
governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof. There are no actions, suits or
proceedings pending or, to the knowledge of the Assignee, threatened, before or
by any court, administrative agency, arbitrator or governmental body (i) with
respect to any of the transactions contemplated by this AAR Agreement or (ii)
with respect to any other matter that in the judgment of the Assignee will be
determined adversely to the Assignee and, if determined adversely to the
Assignee, will materially and adversely affect its ability to perform its
obligations under this AAR Agreement;
(b) The Assignee agrees to be bound, as Purchaser, by all of the
terms, covenants and conditions of the Agreement solely with respect to the
Assigned Loans, and from and after the date hereof, the Assignee assumes for the
benefit of each of the Company, Xxxxx Fargo and the Assignor all of the
Assignor's obligations as purchaser or owner thereunder solely with respect to
the Assigned Loans;
(c) The Assignee has been furnished with all information regarding the
Assigned Loans that it has requested from the Assignor, Xxxxx Fargo and the
Company; and
(d) The Assignee's address for purposes of all notices and
correspondence related to the Assigned Loans and the Agreement is:
Bank of America, National Association
Hearst Tower
NC 1-027-21-04
5
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Managing Director
The Assignee's wire transfer instructions for purposes of all remittances
and payments related to the Assigned Loans and the Agreement is:
Bank Name: Bank of America, Dallas TX
Account #: 004770451666
Account Name: BAMCC/NMCC
ABA#: 000000000
Reference: NFB Trade (Xxxxx Fargo Loans)
Attn: Xxxx Xxxxxx
6. Representations and Warranties of the Company. The Company warrants and
represents to, and covenants with, the Assignee that:
(a) The representations and warranties contained in Sections 3.1 of
the Agreement are deemed to be made as of the date of this AAR Agreement, and
all such representations and warranties are true and correct as of the date of
this AAR Agreement; the representations and warranties contained in Section 3.2
of the Agreement were true and correct as of the related Original Closing Date;
(b) The Company has transferred all of its right, title and interest
in and to the servicing rights relating to the Assigned Loans under the
Agreement;
(c) No offsets, counterclaims or other defenses are available to it
with respect to the Agreement or the Assigned Loans;
(d) It has not waived or agreed to any waiver under, or agreed to any
amendment or other modification of, the Agreement or the Assigned Loans. It has
no knowledge of, and has not received notice of, any waivers under or amendments
or other modifications of, or assignments of rights or obligations under or
defaults under, the Agreement or the Assigned Loans;
(e) Since the Original Closing Date, neither it nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans, any interest in the Assigned Loans or any other similar security
to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Assigned Loans, any interest in the Assigned Loans or any
other similar security from, or otherwise approached or negotiated with respect
to the Assigned Loans, any interest in the Assigned Loans or any other similar
security with, any person in any manner, or made by general solicitation by
means of general advertising or in any other manner, or taken any other action
that would constitute a distribution of the Assigned Loans under the 1933 Act or
that would render the disposition of the Assigned Loans a violation of Section 5
of the 1933 Act or require registration pursuant thereto.
(f) The Company has taken no action, or omitted to take any required
action the omission of, which would have the effect of impairing any mortgage
insurance or guarantee on the Assigned Loans; and
(g) This AAR Agreement has been duly executed and delivered by the
Company and, upon the due authorization, execution and delivery by the Assignee,
Xxxxx Fargo and the Assignor, 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,
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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. The
execution, delivery and performance by the Company of this AAR Agreement do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof.
7. Representations and Warranties of Xxxxx Fargo. Xxxxx Fargo warrants and
represents to, and covenants with, the Assignee that:
(a) The representations and warranties contained in Sections 3.01 of
the Bank of America Servicing Agreement (as defined herein) are deemed to be
made as of the date of this AAR Agreement, and all such representations and
warranties are true and correct as of the date of this AAR Agreement;
(b) It owns all of right, title and interest in and to the servicing
rights relating to the Assigned Loans. It has serviced the Assigned Loans in
accordance with the terms of each of the applicable servicing agreements,
provided accurate statements and reports required thereunder and otherwise
complied with all covenants and obligations thereunder, in each case, in all
material respects;
(c) No offsets, counterclaims or other defenses are available to it
with respect to the Agreement or the Assigned Loans;
(d) It has not waived or agreed to any waiver under, or agreed to any
amendment or other modification of, the Assigned Loans, other than as allowed
under the terms of the applicable servicing agreement and documented in the
applicable mortgage loan file. It has no knowledge of, and has not received
notice of, any waivers under or amendments or other modifications of, or
assignments of rights or obligations under or defaults under, the Assigned
Loans, other than as allowed under the terms of the applicable servicing
agreement and documented in the applicable mortgage loan file;
(e) It has taken no action, or omitted to take any required action the
omission of, which would have the effect of impairing any mortgage insurance or
guarantee on the Assigned Loans; and
(f) This AAR Agreement has been duly executed and delivered by Xxxxx
Fargo and, upon the due authorization, execution and delivery by the Assignee,
the Company and the Assignor, will constitute the valid and legally binding
obligation of Xxxxx Fargo enforceable against Xxxxx Fargo 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. The
execution, delivery and performance by Xxxxx Fargo of this AAR Agreement do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof.
8. Accuracy of the Agreement. The Assignor represents and warrants to the
Assignee that (i) attached hereto as Exhibit B is a true, accurate and complete
copy of the Agreement and all amendments and modifications thereto with respect
to the Assigned Loans, if any, (ii) the Agreement is in full force and effect on
the date hereof, (iii) the Agreement has not been amended or modified in any
respect with respect to the Assigned Loans, except as set forth in this AAR
Agreement, and (iv) no notice of termination has been given to the Company or
Xxxxx Fargo under the Agreement.
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9. No Solicitation. The Assignor shall not take any action to solicit the
refinancing of any Assigned Loan or any Mortgagor of any Assigned Loan. It is
understood and agreed that none of (i) the solicitations or related activities
which Xxxxx Fargo is permitted to conduct under the Agreement, (ii) promotions
undertaken by the Assignor or its agents or affiliates which are directed to the
general public at large, including, without limitation, mass mailings,
newspaper, radio, television advertisements, or (iii) servicing the refinancing
needs of a Mortgagor who, without solicitation, contacts the Assignor or its
agents or affiliates in connection with the refinance of such Mortgage or
Assigned Loan, shall constitute solicitation under this Section.
10. Master Servicer. Xxxxx Fargo hereby acknowledges that a master servicer
may be appointed with respect to the Assigned Loans and such master servicer
shall have the right to enforce all obligations of Xxxxx Fargo, as they relate
to the Assigned Loans, under the Agreement.
11. Recognition of Assignee; Reconstitution of Servicing; Regulation AB.
(a) From and after the date of this AAR Agreement, Xxxxx Fargo shall
note the transfer of the Assigned Loans as of the Assigned Loans Cut-off Date to
the Assignee in its books and records, the Company shall recognize the Assignee
as the owner of the Assigned Loans. Notwithstanding anything to the contrary in
the Agreement, however, Xxxxx Fargo shall service the Assigned Loans for the
benefit of the Assignee in accordance with the terms of that certain Servicing
Agreement, dated as of July 1, 2006, by and between Assignee and Xxxxx Fargo,
(as amended, the "Bank of America Servicing Agreement"), only insofar as it
relates to the servicing of "Mortgage Loans" as defined therein, including but
not limited those provisions related to sales and reconstitutions of mortgage
loans, and all provisions related to Regulation AB compliance, including
servicer related provisions, which such terms are incorporated herein by
reference. It is the intention of the Assignor, the Company, Xxxxx Fargo and the
Assignee that the Bank of America Servicing Agreement, to the extent provided in
the preceding sentence, and the Agreement in all other respects, shall be
binding upon and inure to the benefit of the Company and the Assignee and their
respective successors and assigns with respect to the Agreement and Xxxxx Fargo
and the Assignee and their respective successors and assigns with respect to the
Bank of America Servicing Agreement.
(b) In connection with the execution of this AAR Agreement, Xxxxx
Fargo and the Assignee hereby agree that the following modification to the Bank
of America Servicing Agreement shall apply only as to the Assigned Loans:
i) Section 12.06, Notices, subclause (i), is hereby amended
by replacing the words "MAC X2401-042" with "MAC X2302-033" and by
replacing "515/213-7121" with "515/324-3118".
(c) Notwithstanding any provision in the Bank of America Servicing
Agreement, Xxxxx Fargo and the Assignee hereby agree that Xxxxx Fargo shall not
be obligated to deposit into the Custodial Account or otherwise remit to the
Assignee any Prepayment Penalty received with respect to only the Assigned Loans
designated with the following loan identification numbers: 1205507236,
0000000000, 1205507534 and 1205090793. Additionally, any Prepayment Penalty
received with respect to any of the other Assigned Loans shall be remitted by
Xxxxx Fargo to the Company.
12. Applicable Law. EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW, THIS AAR
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICTS OF LAWS PROVISIONS OF NEW YORK (OTHER THAN SECTION 5-1401 OF
8
THE NEW YORK GENERAL OBLIGATIONS LAW) OR THE CONFLICTS OF LAWS PROVISIONS OF ANY
OTHER JURISDICTION.
13. Expenses. Each party will pay any commissions it has incurred and the
reasonable fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this AAR
Agreement.
14. No Waiver. 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.
15. Successors and Assigns. 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, Xxxxx Fargo or the Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed the Assignor,
the Assignee, Xxxxx Fargo or the Company, respectively, hereunder.
16. Survival. This AAR Agreement shall survive the conveyances of the
Assigned Loans as contemplated in this AAR Agreement.
17. Execution in Counterparts. 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.
18. Conflicts. In the event that any provision of this AAR Agreement
conflicts with any provision of the Agreement with respect to the Assigned
Loans, the terms of this AAR Agreement shall control.
[SIGNATURES ON THE FOLLOWING PAGE]
9
IN WITNESS WHEREOF, the parties have caused this AAR Agreement be executed
by their duly authorized officers as of the date first above written.
BANK OF AMERICA, NATIONAL
NORTH FORK BANK ASSOCIATION
Assignor Assignee
By: ________________________________ By: _______________________________
Name: ________________________________ Name: _______________________________
Its: ________________________________ Its: _______________________________
DLJ MORTGAGE CAPITAL, INC. XXXXX FARGO BANK, N.A.
Company
By: _______________________________ By: _______________________________
Name: _______________________________ Name: _______________________________
Its: _______________________________ Its: _______________________________
[Signature page for NFB-BOA AAR (WF-DLJ) March 2007 AAR]
EXHIBIT A
ASSIGNED LOAN SCHEDULE
[Attached hereto]
Exhibit A-1
EXHIBIT B
EXECUTION COPY OF THE AGREEMENT
[Attached hereto]
Exhibit B-1
SCHEDULE I
ADDITIONAL MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
A. Compliance with Anti-Money Laundering Laws.
To the best of the Assignor's knowledge upon reasonable due diligence, the
Company has complied with all anti-money laundering laws and regulations,
including without limitation the USA Patriot Act of 2001 (collectively, the
"Anti-Money Laundering Laws"), and the Company has established an anti-money
laundering compliance program in compliance with the Anti-Money Laundering Laws.
APPENDIX II
Servicing Agreement
[Included as Exhibits 10.4(A) to the Current Report on Form 8-K
pursuant to which this Assignment, Assumption and
Recognition Agreement is filed.]
