EX-10 11 ex10_4b.txt EXHIBIT 10-4B Exhibit 10.4(B) -------------- EXECUTION COPY -------------- 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"), Wells Fargo Bank, N.A., a national banking association ("Wells Fargo Bank"), as servicer, and acknowledged by Wells 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 Wells Fargo Bank, the Assignor has sold, and Wells 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 Wells Fargo Bank, Credit Suisse has sold, and Wells 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 Wells 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 Wells Fargo Bank; WHEREAS, Wells 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 Wells 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, Wells 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 Wells 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 2 (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, Wells Fargo Bank shall note the transfer of the Mortgage Loans to the Assignee in its books and records, and Wells 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, Wells 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. Wells 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. Wells Fargo Bank hereby represents and warrants to each of the other parties hereto (i) that the representations and warranties of Wells 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 Wells Fargo Bank, and Wells 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. Wells 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. Wells 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 3 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 4 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): 5 (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 209 S. LaSalle Street, Suite 300 Chicago, Illinois 60604 Attention: Structured Finance Trust Services, BAFC 2007-C BAFC's address for purposes of all notices and correspondence related to the Mortgage Loans is: 6 Banc of America Funding Corporation 214 North Tryon Street Charlotte, North Carolina 28255 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: Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 21045 Attention: Client Manager - BAFC 2007-C 9. Wells Fargo Bank shall remit all funds pursuant to the following wire instructions: WELLS FARGO BANK, N.A. ABA# 121000248 FOR CREDIT TO: SAS CLEARING, ACCT: 3970771416 FFC TO: BAFC 2007-C #53146800. 10. Wells Fargo Bank hereby acknowledges that Wells 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 Wells 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 Wells Fargo Bank thereunder, the right to receive all remittances required to be made by Wells Fargo Bank under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by Wells Fargo Bank under the Servicing Agreement, the right to examine the books and records of Wells Fargo Bank, as servicer, indemnification rights, and the right to exercise certain rights of consent and approval relating to actions taken by Wells 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 Wells 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 7 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] 8 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/ Bruce W. Good -------------------------------- Name: Bruce W. Good Title: Principal U.S. Bank National Association, as Assignee By: /s/ Melissa A. Rosal -------------------------------- Name: Melissa A. Rosal Title: Vice President Banc of America Funding Corporation By: /s/ Bruce W. Good -------------------------------- Name: Bruce W. Good Title: Principal Wells Fargo Bank, N.A., as servicer By: /s/ Bradley A. Davis -------------------------------- Name: Bradley A. Davis Title: Vice President
Acknowledged and Agreed as of the date first written above: Wells Fargo Bank, N.A., as Master Servicer By: /s/ Raymond Delli Colli --------------------------------- Name: Raymond Delli 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.] A-1 EXHIBIT B Exhibit D-1 Standard File Layout - Delinquency Reporting *The column/header names in bold are the minimum fields Wells Fargo must receive from every Servicer ------------------------------ ---------------------------------------------------------------------------------- --------------- -- Column/Header Name Description Decimal Format Comment ------------------------------ ---------------------------------------------------------------------------------- --------------- -- SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR ------------------------------ ---------------------------------------------------------------------------------- --------------- -- LOAN_NBR A unique identifier assigned to each loan by the originator. ------------------------------ ---------------------------------------------------------------------------------- --------------- -- CLIENT_NBR Servicer Client Number ------------------------------ ---------------------------------------------------------------------------------- --------------- -- SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer to identify a group of loans in their system. ------------------------------ ---------------------------------------------------------------------------------- --------------- -- BORROWER_FIRST_NAME First Name of the Borrower. ------------------------------ ---------------------------------------------------------------------------------- --------------- -- BORROWER_LAST_NAME Last name of the borrower. ------------------------------ ---------------------------------------------------------------------------------- --------------- -- PROP_ADDRESS Street Name and Number of Property ------------------------------ ---------------------------------------------------------------------------------- --------------- -- PROP_STATE The state where the property located. ------------------------------ ---------------------------------------------------------------------------------- --------------- -- PROP_ZIP Zip code where the property is located. ------------------------------ ---------------------------------------------------------------------------------- --------------- -- BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to MM/DD/YYYY the servicer at the end of processing cycle, as reported by Servicer. ------------------------------ ---------------------------------------------------------------------------------- --------------- -- LOAN_TYPE Loan Type (i.e. FHA, VA, Conv) ------------------------------ ---------------------------------------------------------------------------------- --------------- -- BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY ------------------------------ ---------------------------------------------------------------------------------- --------------- -- BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed. ------------------------------------------------------------ ----------------------------------------------------------------------- BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy filing. ------------------------------------------------------------ ----------------------------------------------------------------------- POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been 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. ------------------------------------------------------------ ----------------------------------------------------------------------- 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 ($) ----------------------------------------------------------------------------------------------------------------- --------------- -- 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. ----------------------------------------------------------------------------------------------------------------- --------------- -- LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or dollar signs ($) ----------------------------------------------------------------------------------------------------------------- --------------- -- B-1 ----------------------------------------------------------------------------------------------------------------- --------------- -- LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY ----------------------------------------------------------------------------------------------------------------- --------------- -- OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or dollar signs ($) ----------------------------------------------------------------------------------------------------------------- --------------- -- 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 ----------------------------------------------------------------------------------------------------------------- --------------- -- REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY ----------------------------------------------------------------------------------------------------------------- --------------- -- OCCUPANT_CODE Classification of how the property is occupied. ----------------------------------------------------------------------------------------------------------------- --------------- -- PROP_CONDITION_CODE A code that indicates the condition of the property. ------------------------------------------------------------ ----------------------------------------------------------------------- PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY ----------------------------------------------------------------------------------------------------------------- --------------- -- APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY ----------------------------------------------------------------------------------------------------------------- --------------- -- CURR_PROP_VAL The current "as is" value of the property based on brokers 2 price opinion or appraisal. ----------------------------------------------------------------------------------------------------------------- --------------- -- REPAIRED_PROP_VAL The amount the property would be worth if repairs are completed 2 pursuant to a broker's price opinion or appraisal. ----------------------------------------------------------------------------------------------------------------- --------------- -- If applicable: ----------------------------------------------------------------------------------------------------------------- --------------- -- DELINQ_STATUS_CODE FNMA Code Describing Status of Loan ----------------------------------------------------------------------------------------------------------------- --------------- -- DELINQ_REASON_CODE The circumstances which caused a borrower to stop paying on a loan. Code indicates the reason why the loan is in default for this cycle. ----------------------------------------------------------------------------------------------------------------- --------------- -- MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage 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: Wells 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 Wells 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 --------------------------- ----------------------- --------------------- WELLS 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 Wells Fargo Bank, N.A. ("Wells 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 Wells 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 Wells Fargo. Notwithstanding the foregoing, it is understood that neither the Company nor Wells 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 Wells Fargo. The Assignor, Wells 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, Wells 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 Wells 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 Wells 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, Wells 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, Wells 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, Wells 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, Wells 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 5 214 North Tryon Street, 21st Floor Charlotte, NC 28255 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#: 026009593 Reference: NFB Trade (Wells Fargo Loans) Attn: Dina Carson 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, Wells 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, 6 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 Wells Fargo. Wells 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 Wells 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 Wells Fargo enforceable against Wells 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 Wells 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 Wells Fargo under the Agreement. 7 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 Wells 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. Wells 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 Wells 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, Wells 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, Wells 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 Wells 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, Wells 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 Wells 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, Wells 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, Wells Fargo and the Assignee hereby agree that Wells 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, 1205507472, 1205507534 and 1205090793. Additionally, any Prepayment Penalty received with respect to any of the other Assigned Loans shall be remitted by Wells 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, Wells Fargo or the Company may be merged or consolidated shall, without the requirement for any further writing, be deemed the Assignor, the Assignee, Wells 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. WELLS 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.]