Exhibit 99.3
EXECUTION VERSION
AMENDMENT REG AB
TO THE MORTGAGE LOAN SALE AND SERVICING AGREEMENT
This is Amendment Reg AB ("Amendment Reg AB"), dated as of March 1,2006, by
and between National City Mortgage Co. (the "Company"), and X.X. Xxxxxx Mortgage
Acquisition Corp. (the "Purchaser") to that certain Flow Master Seller's
Warranties and Servicing Agreement (the "Agreement"), dated February 24, 2004 by
and between the Company and the Purchaser (as amended, modified or supplemented,
the "Existing Agreement").
W I T N E S S E T H
WHEREAS, the Company and the Purchaser have agreed, subject to the terms
and conditions of this Amendment Reg AB that the Existing Agreement be amended
to reflect agreed upon revisions to the terms of the Existing Agreement.
Accordingly, the Company and the Purchaser hereby agree, in consideration
of the mutual premises and mutual obligations set forth herein, that the
Existing Agreement is hereby amended as follows:
1. Capitalized terms used herein but not otherwise defined shall have the
meanings set forth in the Existing Agreement. The Existing Agreement is hereby
amended by adding the following definitions in their proper alphabetical order:
Commission: The United States Securities and Exchange Commission.
Company Information: As defined in Section 13.05.
Depositor: The depositor, as such term is defined in Regulation AB, with
respect to any Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Qualified Correspondent: Any Person from which the Company purchased
Mortgage Loans, provided that the following conditions are satisfied: (i) such
Mortgage Loans were originated pursuant to an agreement between the Company and
such Person that contemplated that such Person would underwrite mortgage loans
from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company ("Designated Guidelines") or guidelines
that do not vary materially from such Designated Guidelines; (ii) such Mortgage
Loans were in fact underwritten as described in clause (i) above and were
acquired by the Company within 180 days after origination; (iii) either (x) the
Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the
Mortgage Loans for the Company's own account or (y) the Designated Guidelines
were, at the time such Mortgage Loans were underwritten, designated by the
Company on a consistent basis for use by lenders in originating mortgage loans
to be purchased by the Company; and (iv) the Company employed, at the time such
Mortgage Loans were acquired by the Company, pre-purchase or post-purchase
quality assurance procedures (which may involve, among other things, review of a
sample of mortgage loans purchased during a particular time period or through
particular channels) designed to ensure that Persons from which it purchased
mortgage loans properly applied the underwriting criteria designated by the
Company. For the avoidance of doubt, a "Qualified Correspondent" includes a
"table broker" or mortgage lender that originates loans underwritten and funded
by the Company or an Affiliate of the Company.
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided by
the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506,1,531 (Jan. 7, 2005)) or by the staff of
the Commission, or as may be provided by the Commission or its staff from time
to time.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or
other transfer of some or all of the Mortgage Loans directly or indirectly to an
issuing entity in connection with an issuance of publicly offered or privately
placed, rated or unrated mortgage-backed securities or (2) an issuance of
publicly offered or privately placed, rated or unrated securities, the payments
on which are determined primarily by reference to one or more portfolios of
residential mortgage loans consisting, in whole or in part, of some or all of
the Mortgage Loans.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of
Regulation AB, for which the Company is responsible in its capacity as Servicer
and as identified on Exhibit Q hereto.
Static Pool Information: Static pool information as described in Item
1105(a) (1)(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete material functions identified in Item 1122(d) of
Regulation AB with respect to Mortgage Loans under the direction or authority of
the Company or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the
Company or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of
the material servicing functions identified in Item 1122(d) of Regulation AB
that are required to be performed by the Company under this Agreement or any
Reconstitution Agreement; provided, however, that the term "Subservicer" shall
not include any master servicer, or any special servicer engaged at the request
of a Depositor, Purchaser or investor in a Securitization Transaction.
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Third-Party Originator: Each Person, other than a Qualified Correspondent,
that originated Mortgage Loans acquired by the Company and shall not include a
mortgage broker that does not fund loans.
2. The Purchaser and the Company agree that the Existing Agreement is
hereby amended by adding the following provisions as a new Article XIII:
ARTICLE XIII. COMPLIANCE WITH REGULATION AB
Section 13.01. Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that the purpose
of Article XIII of this Agreement is to facilitate compliance by the
Purchaser and any Depositor with the provisions of Regulation AB and
related rules and regulations of the Commission. Although Regulation AB is
applicable by its terms only to offerings of asset-backed securities that
are registered under the Securities Act, the Company acknowledges that
investors in privately offered securities may require that the Purchaser or
any Depositor provide comparable disclosure in unregistered offerings.
References in this Agreement to compliance with Regulation AB include
provision of comparable disclosure in private offerings to the extent such
comparable disclosure in unregistered offerings becomes consistent with
industry practices.
Neither the Purchaser nor any Depositor shall exercise its right to
request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the
Commission thereunder that are applicable to any Securitization Transaction
(or the provision in a private offering of disclosure comparable to that
required under the Securities Act to the extent such comparable disclosure
in unregistered offerings becomes consistent with industry practices). The
Company acknowledges that interpretations of the requirements of Regulation
AB may change over time, whether due to interpretive guidance provided by
the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with reasonable requests made by the Purchaser, any Master
Servicer or any Depositor in good faith for delivery of information under
these provisions on the basis of evolving interpretations of Regulation AB.
In connection with any Securitization Transaction, the Company shall
cooperate fully with the Purchaser to deliver to the Purchaser (including
any of its assignees or designees), any Master Servicer and any Depositor,
any and all statements, reports, certifications, records and any other
information reasonably necessary in the good faith determination of the
Purchaser, any Master Servicer or any Depositor to permit the Purchaser,
any Master Servicer or such Depositor to comply with the provisions of
Regulation AB, together with such disclosures relating to the Company, any
Subservicer, any Third-Party Originator and the Mortgage Loans, or the
servicing of the Mortgage Loans, reasonably believed by the Purchaser or
any Depositor to be necessary in order to effect such compliance.
The Purchaser (including any of its assignees or designees) shall
cooperate with the Company by providing timely notice of requests for
information under these
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provisions and by reasonably limiting such requests to information
required, in the Purchaser's reasonable judgment, to comply with Regulation
AB.
Section 13.02. Additional Representations and Warranties of the
Company.
(a) The Company shall be deemed to represent to the Purchaser and to
any Depositor, as of the date on which information is first provided to the
Purchaser or any Depositor under Section 13.03 that, except as disclosed in
writing to the Purchaser or such Depositor prior to such date and unless
otherwise disclosed in such information provided under Section 13.03: (i)
the Company is not aware and has not received notice that any default,
early amortization or other performance triggering event has occurred as to
any other securitization due to any act or failure to act of the Company;
(ii) the Company has not been terminated as servicer in a residential
mortgage loan securitization, either due to a servicing default or to
application of a servicing performance test or trigger; (iii) no material
noncompliance with the applicable servicing criteria with respect to other
securitizations of residential mortgage loans involving the Company as
servicer has been disclosed or reported by the Company; (iv) no material
changes to the Company's policies or procedures with respect to the
servicing function it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a type similar to the
Mortgage Loans have occurred during the three-year period immediately
preceding the scheduled closing date of the related Securitization
Transaction; (v) there are no aspects of the Company's financial condition
that could be reasonably expected to have a material adverse effect on the
performance by the Company of its servicing obligations under this
Agreement or any Reconstitution Agreement; (vi) there are no material legal
or governmental proceedings pending (or known to be contemplated) against
the Company, or to the knowledge of the Company, any Subservicer or any
Third-Party Originator; and (vii) there are no affiliations, relationships
or transactions relating to the Company, any Subservicer or any Third-Party
Originator with respect to any Securitization Transaction and any party
thereto identified in writing to the Company by the related Depositor of a
type described in Item 1119 of Regulation AB.
(b) If so requested by the Purchaser or any Depositor on any date
following the date on which information is first provided to the Purchaser
or any Depositor under Section 13.03, the Company shall, within 10 calendar
days following such request, confirm in writing the accuracy of the
representations and warranties set forth in paragraph (a) of this Section
or, if any such representation and warranty is not accurate as of the date
of such request, provide reasonably adequate disclosure of the pertinent
facts, in writing, to the requesting party.
Section 13.03. Information to Be Provided by the Company.
In connection with any Securitization Transaction the Company shall
(i) within ten calendar days following request by the Purchaser or any
Depositor, provide to the Purchaser and such Depositor (or, as applicable,
cause each Third-Party Originator and each Subservicer to provide), in
writing, or in a mutually agreed upon electronic format, and in form and
substance reasonably
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satisfactory to the Purchaser and such Depositor, the information and
materials specified in paragraphs (a), (b), (c) and (f) of this Section,
and (ii) as promptly as practicable following notice to or discovery by the
Company, provide to the Purchaser and any Depositor (in writing, or in a
mutually agreed upon electronic format, and in form and substance
reasonably satisfactory to the Purchaser and such Depositor) the
information specified in paragraph (d) of this Section.
(a) If so reasonably requested by the Purchaser or any Depositor, the
Company shall provide (or cause each Third-Party Originator or Subservicer,
as applicable, to provide) such information regarding (i) the Company, as
originator of the Mortgage Loans (including as an acquirer of Mortgage
Loans from a Qualified Correspondent), or (ii) each Third-Party Originator,
and (iii) as applicable, each Subservicer, as is reasonably requested for
the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119
of Regulation AB. Such information shall include, at a minimum:
(A) the originator's form of organization;
(B) a description of the originator's origination program and how long
the originator has been engaged in originating residential mortgage loans,
which description shall include a discussion of the originator's experience
in originating mortgage loans of a similar type as the Mortgage Loans;
information regarding the size and composition of the originator's
origination portfolio; and information that may be material, in the good
faith judgment of the Purchaser or any Depositor, to an analysis of the
performance of the Mortgage Loans, including the originators'
credit-granting or underwriting criteria for mortgage loans of similar
type(s) as the Mortgage Loans and such other information as the Purchaser
or any Depositor may reasonably request for the purpose of compliance with
Item 1110(b)(2) of Regulation AB;
(C) a description of any material legal or governmental proceedings
pending (or known to be contemplated) against the Company, or to the
knowledge of the Company, each Third-Party Originator and each Subservicer;
and
(D) a description of any affiliation or relationship between the
Company, each Third-Party Originator, each Subservicer and any of the
following parties to a Securitization Transaction, as such parties are
identified to the Company by the Purchaser or any Depositor in writing in
advance of such Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
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(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(b) If so requested by the Purchaser or any Depositor, the Company
shall provide (or, as applicable, cause each Third-Party Originator to
provide) Static Pool Information with respect to the mortgage loans (of a
similar type as the Mortgage Loans, as reasonably identified by the
Purchaser as provided below) originated by (i) the Company, if the Company
is an originator of Mortgage Loans (including as an acquirer of Mortgage
Loans from a Qualified Correspondent), and/or (ii) each Third-Party
Originator. Such Static Pool Information shall be prepared by the Company
(or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item l105(a)(l)-(3) of Regulation AB.
To the extent that there is reasonably available to the Company (or
Third-Party Originator) Static Pool Information with respect to more than
one mortgage loan type, the Purchaser or any Depositor shall be entitled to
specify whether some or all of such information shall be provided pursuant
to this paragraph. The content of such Static Pool Information may be in
the form customarily provided by the Company, and need not be customized
for the Purchaser or any Depositor. Such Static Pool Information for each
vintage origination year or prior securitized pool, as applicable, shall be
presented in increments no less frequently than quarterly over the life of
the mortgage loans included in the vintage origination year or prior
securitized pool. The most recent periodic increment must be as of a date
no later than 135 days prior to the date of the prospectus or other
offering document in which the Static Pool Information is to be included or
incorporated by reference. The Static Pool Information shall be provided in
an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such
electronic format reasonably required by the Purchaser or the Depositor, as
applicable.
Promptly following notice or discovery of a material error in the
information provided pursuant to the immediately preceding paragraph
(including an omission to include therein information required to be
provided pursuant to such paragraph), the Company shall provide corrected
information to the Purchaser or any Depositor, as applicable, in the same
format in which information was previously provided to such party by the
Company.
If so requested by the Purchaser or any Depositor, the Company shall
provide (or, as applicable, cause each Third-Party Originator to provide),
at the expense of the requesting party (to the extent of any additional
incremental expense associated with such request pursuant to this
Agreement), such statements and agreed-upon procedures letters of certified
public accountants reasonably acceptable to the Purchaser or Depositor, as
applicable, pertaining to Static Pool Information relating to prior
securitized pools for securitizations closed on or after January 1, 2006
or, in the case of Static Pool Information with respect to the Company's or
Third-Party Originator's
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originations or purchases, to calendar months commencing January 1, 2006,
as the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the benefit of such
parties as the Purchaser or such Depositor shall designate, which may
include, by way of example, any Sponsor, any Depositor and any broker
dealer acting as underwriter, placement agent or initial purchaser with
respect to a Securitization Transaction, and shall also be address to and
for the benefit of the Company and such Third Party Originator. Any such
statement or letter may take the form of a standard, generally applicable
document accompanied by a reliance letter authorizing reliance by the
addressees designated by the Purchaser or such Depositor.
(c) If so requested by the Purchaser or any Depositor, the Company
shall provide such information regarding the Company, as servicer of the
Mortgage Loans, and cause each Subservicer to so provide such information
(each of the Company and each Subservicer, for purposes of this paragraph,
a "Servicer"), as is reasonably requested for the purpose of compliance
with Item 1108 of Regulation AB. Such information shall include, at a
minimum:
(A) the Servicer's form of organization;
(B) a description of how long the Servicer has been servicing
residential mortgage loans; a general discussion of the Servicer's
experience in servicing assets of any type as well as a more detailed
discussion of the Servicer's experience in, and procedures for, the
servicing function it will perform under this Agreement and any
Reconstitution Agreements; information regarding the size, composition and
growth of the Servicer's portfolio of residential mortgage loans of a type
similar to the Mortgage Loans and information on factors related to the
Servicer that may be material, in the reasonable good faith judgment of the
Purchaser or any Depositor, to any analysis of the servicing of the
Mortgage Loans or the related asset-backed securities, as applicable,
including, without limitation:
(1) whether any prior securitizations of mortgage loans of a type
similar to the Mortgage Loans involving the Servicer have defaulted or
experienced an early amortization or other performance triggering event
because of servicing during the three-year period immediately preceding
scheduled closing date of the related Securitization Transaction;
(2) the extent of outsourcing the Servicer utilizes;
(3) whether there has been previous disclosure of material
noncompliance with the applicable servicing criteria with respect to other
securitizations of residential mortgage loans involving the Servicer as a
servicer during the three-year period immediately preceding the scheduled
closing date of the related Securitization Transaction;
(4) whether the Servicer has been terminated as servicer in a
residential mortgage loan securitization, either due to a servicing default
or to application of a servicing performance test or trigger; and
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(5) such other information as the Purchaser or any Depositor may
reasonably request for the purpose of compliance with Item 1108(b)(2) of
Regulation AB;
(C) a description of any material changes during the three-year period
immediately preceding the scheduled closing date of the related
Securitization Transaction to the Servicer's policies or procedures with
respect to the servicing function it will perform under this Agreement and
any Reconstitution Agreements for mortgage loans of a type similar to the
Mortgage Loans;
(D) information regarding the Servicer's financial condition, to the
extent that there is a material risk that the effect on one or more aspects
of servicing resulting from such financial condition would have a material
impact on pool performance the performance by the Company of its servicing
obligations under this Agreement or any Reconstitution Agreement;
(E) information regarding advances made by the Servicer on the
Mortgage Loans and the Servicer's overall servicing portfolio of
residential mortgage loans for the three-year period immediately preceding
the scheduled closing date of the related Securitization Transaction, which
may be limited to a statement by an authorized officer of the Servicer to
the effect that the Servicer has made all advances required to be made on
residential mortgage loans serviced by it during such period, or, if such
statement would not be accurate, information regarding the percentage and
type of advances not made as required, and the reasons for such failure to
advance;
(F) a description of the Servicer's processes and procedures designed
to address any special or unique factors involved in servicing loans of a
similar type as the Mortgage Loans;
(G) a description of the Servicer's processes for handling
delinquencies, losses, bankruptcies and recoveries, such as through
liquidation of mortgaged properties, sale of defaulted mortgage loans or
workouts; and
(H) information as to how the Servicer defines or determines
delinquencies and charge-offs, including the effect of any grace period,
re-aging, restructuring, partial payments considered current or other
practices with respect to delinquency and loss experience.
(d) For the purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the
Company shall upon discovery (or shall cause each Subservicer and
Third-Party Originator to, upon discovery) (i) promptly notify the
Purchaser, any Master Servicer and any Depositor in writing of (A) any
material litigation or governmental proceedings pending against the
Company, any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the closing date of a
Securitization Transaction between the Company, any Subservicer or any
Third-Party Originator and any of the parties specified in clause (D) of
paragraph (a) of this Section (and any other parties
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identified in writing by the requesting party) with respect to such
Securitization Transaction, (C) any Event of Default under the terms of
this Agreement or any Reconstitution Agreement, (D) any merger,
consolidation or sale of substantially all of the assets of the Company,
and (E) the Company's entry into an agreement with a Subservicer to perform
or assist in the performance of any of the Company's obligations under this
Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser
and any Depositor a description of such proceedings, affiliations or
relationships.
(e) As a condition to the succession to the Company or any Subservicer
as servicer or subservicer under this Agreement or any Reconstitution
Agreement by any Person (i) into which the Company or such Subservicer may
be merged or consolidated, or (ii) which may be appointed as a successor to
the Company or any Subservicer, the Company shall provide to the Purchaser,
any Master Servicer and any Depositor, at least 10 calendar days prior to
the effective date of such succession or appointment, (x) written notice to
the Purchaser and any Depositor of such succession or appointment and (y)
in writiting and in form and substance reasonably satisfactory to the
Purchaser and such Depositor, all information reasonably requested by the
Purchaser or any Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to the related Securitization
Transaction.
(f) In addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, if so
requested by the Purchaser, Master Servicer or any Depositor, the Company
shall provide such information regarding the performance or servicing of
the Mortgage Loans as is reasonably required to facilitate preparation of
distribution reports in accordance with Item 1121 of Regulation AB as
applicable to the Company. The Company shall also provide a monthly report,
in the form of Exhibit N hereto, or such other form as is mutually
acceptable to the Company, the Purchaser and any Master Servicer, Exhibit P
with respect to defaulted mortgage loans or such other form as is mutually
acceptable to the Company, the Purchaser and any Master Servicer, and
Exhibit O, with respect to realized losses and gains, or such other form as
is mutually acceptable to the Company, the Purchaser and any Master
Servicer, with each such report. Such information shall be provided
concurrently with the monthly reports otherwise required to be delivered by
the Company under this Agreement, commencing with the first such report due
not less than ten Business Days following such request.
(g) In addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, not
later than ten days prior to the deadline for the filing of any
distribution report on Form 10-D in respect of any Securitization
Transaction that includes any of the Mortgage Loans serviced by the Company
or any Subservicer, the Company or such Subservicer, as applicable, shall,
to the extent the Company or such Subservicer has knowledge, provide to the
party responsible for filing such report (including, if applicable, the
Master Servicer) notice of the occurrence of any of the following events
along with all information, data, and materials related thereto as may be
required to be included in the related distribution report on Form l0-D (as
specified in the provisions of Regulation AB referenced below):
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(i) any material modifications, extensions or waivers of pool
asset terms, fees, penalties or payments during the distribution
period or that have cumulatively become material over time (Item
1121(a)(11) of Regulation AB);
(ii) material breaches of pool asset representations or
warranties or transaction covenants (Item 1121(a)(12) of Regulation
AB); and
(iii) information regarding any pool asset changes (such as,
additions, substitutions or repurchases), and any material changes in
origination or underwriting of pool assets as it relates to a
substitution (Item 1121(a)(14) of Regulation AB).
(h) The Company shall provide, as may be reasonably requested by the
Purchaser, any Master Servicer or any Depositor, evidence of the
authorization of the person signing any certification or statement, copies
or other evidence of Fidelity Bond Insurance and Error and Omissions
Insurance Policies, financial information and reports, and such other
information related to the Company or any Subservicer or the Company or
such Subservicer's performance hereunder to the Purchaser, any Master
Servicer and any Depositor.
Section 13.04. Use of Subservicers and Subcontractors.
The Company shall not hire or otherwise utilize the services of any
Subservicer to fulfill any of the obligations of the Company as servicer
under this Agreement or any Reconstitution Agreement unless the Company
complies with the provisions of paragraph (a) of this Section. The Company
shall not hire or otherwise utilize the services of any Subcontractor, and
shall not permit any Subservicer to hire or otherwise utilize the services
of any Subcontractor, to fulfill any of the obligations of the Company as
servicer under this Agreement or any Reconstitution Agreement unless the
Company complies with the provisions of paragraph (b) of this Section.
(a) It shall not be necessary for the Company to seek the consent of
the Purchaser, any Master Servicer or any Depositor to the utilization of
any Subservicer. The Company shall cause any Subservicer used by the
Company (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of this Section and with Sections
13.02, 13.03(c), (e), (f) and (g), 6.04, 6.05, and 13.05 of this Agreement
to the same extent as if such Subservicer were the Company, and to provide
the information required with respect to such Subservicer under Section
13.03(d) of this Agreement. The Company shall be responsible for obtaining
from each Subservicer and delivering to the Purchaser and any Depositor any
servicer compliance statement required to be delivered by such Subservicer
under Section 6.04, any assessment of compliance and attestation required
to be delivered by such Subservicer under Section 6.05 and any
certification required to be delivered to the Person that will be
responsible for signing the Sarbanes Certification under Section 6.05 as
and when required to be delivered.
(b) It shall not be necessary for the Company to seek the consent of
the Purchaser, any Master Servicer or any Depositor to the utilization of
any
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Subcontractor. The Company shall promptly upon request provide to the
Purchaser, any Master Servicer and any Depositor (or any designee of the
Depositor, such as an administrator) a written description (in form and
substance satisfactory to the Purchaser, any Master Servicer and such
Depositor) of the role and function of each Subcontractor utilized by the
Company or any Subservicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are
"participating in the servicing function" within the meaning of Item 1122
of Regulation AB as reasonably determined by the Company, and (iii) which
elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each Subcontractor identified pursuant to clause
(ii) of this paragraph.
As a condition to the utilization of any Subcontractor determined to
be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB, the Company shall cause any such Subcontractor used
by the Company (or by any Subservicer) for the benefit of the Purchaser and
any Depositor to comply with the provisions of Sections 6.05 and 13.05 of
this Agreement to the same extent as if such Subcontractor were the
Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any
assessment of compliance and attestation and the other certifications
required to be delivered by such Subservicer and such Subcontractor under
Section 6.05, in each case as and when required to be delivered.
Section 13.05. Indemnification; Remedies.
(a) The Company shall indemnify the Purchaser, the Master Servicer,
each affiliate of the Purchaser, and each of the following parties
participating in a Securitization Transaction: the Depositor, each sponsor
and issuing entity; each Person (including but not limited to any Master
Servicer, if applicable) responsible for the preparation, execution or
filing of any report required to be filed with the Commission with respect
to such Securitization Transaction, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
respect to such Securitization Transaction; each broker dealer acting as
underwriter, placement agent or initial purchaser, each Person who controls
any of such parties or the Depositor (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act); and the respective
present and former directors, officers, employees, agents and affiliates of
each of the foregoing and of the Depositor (each, an "Indemnified Party"),
and shall hold each of them harmless from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments, and any other costs, fees and expenses that any of them
may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to
be contained in any information, report, certification, data, accountants'
letter or other material provided under this Article XIII by or on behalf
of the Company, or provided under this Article XIII by or on behalf of any
Subservicer, Subcontractor or Third-Party Originator (collectively, the
"Company Information"), or (B) the omission or alleged omission to state
in the Company Information a material fact required to be stated in the
Company Information or necessary in order to make the statements therein,
in the light of
-11-
the circumstances under which they were provided, not misleading; provided,
by way of clarification, that clause (B) of this paragraph shall be
construed solely by reference to the Company Information and not to any
other information communicated in connection with a sale or purchase of
securities, without regard to whether the Company Information or any
portion thereof is presented together with or separately from such other
information;
(ii) any breach by the Company of its obligations under this Article
XIII including but not limited to any failure by the Company, any
Subservicer, any Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or other material
when and as required under this Article XIII, including any failure by the
Company to identify pursuant to Section 13.04(b) any Subcontractor
"participating in the servicing function" within the meaning of Item 1122
of Regulation AB;
(iii) any breach by the Company of a representation or warranty set
forth in Section 13.02(a) or in a writing furnished pursuant to Section
3.02(b) and made as of a date prior to the closing date of the related
Securitization Transaction, to the extent that such breach is not cured by
such closing date, or any breach by the Company of a representation or
warranty in a writing furnished pursuant to Section 13.02(b) to the extent
made as of a date subsequent to such closing date.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the Company agrees
that it shall contribute to the amount paid or payable by such Indemnified
Party as a result of any claims, losses, damages or liabilities incurred by
such Indemnified Party in such proportion as is appropriate to reflect the
relative fault of such Indemnified Party on the one hand and the Company on
the other.
In the case of any failure of performance described in clause (a)(ii)
of this Section, the Company shall promptly reimburse the Purchaser, any
Depositor, as applicable, and each Person responsible for the preparation,
execution or filing of any report required to be filed with the Commission
with respect to such Securitization Transaction, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
Exchange Act with respect to such Securitization Transaction, for all costs
reasonably incurred by each such party in order to obtain the information,
report, certification, accountants' letter or other material not delivered
as required by the Company, any Subservicer, any Subcontractor or any
Third-Party Originator.
This indemnification shall survive the termination of this Agreement
or the termination of any party to this Agreement.
(b) Notification and Cooperation. The parties hereto further agree,
and any Indemnified Party not a party hereto is deemed to agree, as a
condition to its reliance on such indemnification, that the Company's
indemnification obligations under this Section 13.05 are subject to the
following terms and conditions:
-12-
(i) An Indemnified Party seeking indemnification hereunder shall give
written notice to the Company within a reasonable time after the
Indemnified Party receives notice of an indemnifiable claim; provided that
failure to give such notice within a reasonable time shall not invalidate
the Company's obligations to indemnify such Indemnified Party unless, and
then only to the extent that, such failure materially prejudices the
Indemnifying Party or its ability to defend such claim, and the
Indemnifying Party shall have the burden of proving such material
prejudice;
(ii) The Company shall undertake the defense of the action or claim
with counsel or other representatives of its own choosing and reasonably
acceptable to the Indemnified Party (which counsel shall not, except with
the consent of the Indemnified Party, be counsel to the Indemnifying
Party);
(iii) The Indemnified Party shall have the right to participate and
assist in, but not control, the defense of such claim and employ separate
counsel in any action or claim at the expense of the Indemnified Party
(i.e. at its own expense), provided that, if the interests of the Company
and the Indemnified Party diverge, the Indemnified Party shall be entitled
to separate counsel at the Company's reasonable expense; and
(iv) The Company shall not settle or compromise any claim, suit or
action against the Indemnified Party without the express prior written
consent of the Indemnified Party.
(c) Limitations. Notwithstanding anything in this Agreement to the
contrary, in no event shall the Company be obligated under this Section
13.05 to indemnify an Indemnified Party otherwise entitled to indemnity
hereunder in respect of any indemnifiable claims or losses to the extent
that such claims or losses result directly from the willful misconduct, bad
faith or grossly negligent acts or omissions of the Indemnified Party.
(d) Exclusive Remedy. Except for remedies under the Agreement and
remedies that cannot be waived as a matter of law and injunctive relief,
the rights under this Section 13.05 shall be the exclusive remedy for
breaches of this Section 13.05 (including any covenant, obligation,
representation or warranty contained herein or therein).
(e) (i) Any material failure by the Seller, any Subservicer, any
Subcontractor or any Third-Party Originator to deliver any information,
report, certification, accountants' letter or other material when and as
required under this Section 13, or any material breach by the Seller of a
representation or warranty set forth in Section 13.02(a) or in a writing
furnished pursuant to Section l3.02(b) and made as of a date prior to the
closing date of the related Securitization Transaction, to the extent that
such breach is not cured by such closing date, or any breach by the Seller
of a representation or warranty in a writing furnished pursuant to Section
13.02(b) to the extent made as of a date subsequent to such closing date,
shall, except as provided in clause (ii) of this paragraph, immediately and
automatically constitute an Event of Default with respect to the Seller
under this Agreement and any applicable Reconstitution
-13-
Agreement, if such failure or breach is not cured within three (3) Business
Days after the Seller receives written notice of such failure or breach
(which may be provided by e-mail), and shall entitle the Purchaser, any
Master Servicer or any Depositor, as applicable, in its sole discretion to
terminate the rights and obligations of the Seller as servicer under this
Agreement and/or any applicable Reconstitution Agreement without payment
(notwithstanding anything in this Agreement or any applicable
Reconstitution Agreement to the contrary) of any compensation to the Seller
(and if the Company is servicing any of the Mortgage Loans in a
Securitization Transaction, appoint a successor servicer reasonably
acceptable to any Master Servicer for such Securitization Transaction);
provided that to the extent that any provision of this Agreement and/or any
applicable Reconstitution Agreement expressly provides for the survival of
certain rights or obligations following termination of the Seller as
servicer, such provision shall be given effect.
(ii) Any material failure by the Seller, any Subservicer or any
Subcontractor to deliver any information, report, certification or
accountants' letter when and as required under Section 6.04 or 6.05,
including (except as provided below) any material failure by the Seller to
identify pursuant to Section 13.04(b) any Subcontractor "participating in
the servicing function" within the meaning of Item 1122 of Regulation AB,
which continues unremedied for ten calendar days after the date on which
receipt by the Company of written notice from the Master Servicer or any
Depositor of such failure to deliver such information, report,
certification or accountants' letter was required to be delivered shall
constitute an Event of Default with respect to the Seller under this
Agreement and any applicable Reconstitution Agreement, and shall entitle
the Purchaser, any Master Servicer or Depositor, as applicable, in its sole
discretion to terminate the rights and obligations of the Seller as
servicer under this Agreement and/or any applicable Reconstitution
Agreement without payment (notwithstanding anything in this Agreement to
the contrary) of any compensation to the Seller (except to the extent
provided in Section 13.05(b)(iv) below), and if the Seller is servicing any
of the Mortgage Loans in a Securitization Transaction, appoint a successor
servicer reasonably acceptable to any Master Servicer for such
Securitization Transaction; provided that to the extent that any provision
of this Agreement and/or any applicable Reconstitution Agreement expressly
provides for the survival of certain rights or obligations following
termination of the Seller as servicer, such provision shall be given
effect.
(iii) The Seller shall promptly reimburse the Purchaser (or any
designee of the Purchaser, such as a master servicer) and any Depositor, as
applicable, for all reasonable expenses incurred by the Purchaser (or such
designee) or such Depositor, as such are incurred, in connection with the
termination of the Seller as servicer and the transfer of servicing of the
Mortgage Loans to a successor servicer. The provisions of this paragraph
shall not limit whatever rights the Purchaser or any Depositor may have
under other provisions of this Agreement and/or any applicable
Reconstitution Agreement or otherwise, whether in equity or at law, such as
an action for damages, specific performance or injunctive relief.
(iv) In the event the Seller is terminated pursuant to this Section
13, the Purchaser hereby agrees to pay the Seller any accrued and
outstanding servicing fees
-14-
owing to the Seller to the date of such termination and to cause the
successor servicer to agree to reimburse the Seller for any Servicing
Advances that the Seller actually made as servicer pursuant to this
Agreement which the successor recovers from the related Mortgagor.
(f) For the purposes of this Article XIII and any related provisions
thereto, each Master Servicer shall be considered a third-party beneficiary
of this agreement, entitled to all the rights and benefits hereof as if it
were a direct party to this agreement.
Section 13.06. Responsible Officers.
Any reference in this Article XIII to the Company's knowledge,
discovery or awareness, or notice or identification to the Company, or a
request to the Company, shall be in each case be deemed to refer solely to
the knowledge or awareness of, or notice or identification to, or request
of, a Responsible Officer of the Company. For purposes of this Section,
Responsible Officer shall mean, means any vice president, any managing
director, any director, any associate, any assistant vice president, any
assistant secretary, any assistant treasurer or any other officer or
employee of the Company customarily performing functions similar to those
performed by any of the above designated officers and also to whom, with
respect to a particular matter, such matter is referred because of such
officer's or employee's knowledge of and familiarity with the particular
subject and in each case who shall have direct responsibility for the
administration of the Agreement.
3. The Purchaser and the Company agree that the Existing Agreement is
hereby amended by deleting the existing Sections 5.02, 6.04 and 6.05 in their
entirety and replacing them with the following language:
Section 5.02 Statements to the Purchaser.
---------------------------
On or prior to the fifth Business Day of each month, the Company shall
forward to the Master Servicer at such address as designated by the
Purchaser from time to time, the reports set forth on Exhibits N, O and P
hereto, or in such other forms as mutually agreed upon by the Company and
the Master Servicer. The Company shall also provide such information as set
forth above to the Purchaser or its designee in electronic form in the
Company's standard format, a copy of which has been provided by the
Company.
In addition, within a reasonable period of time after the end of each
calendar year, the Company will furnish a report to each Person that was a
Purchaser at any time during such calendar year, which report shall state
the aggregate of amounts distributed to the Purchaser for such calendar
year.
The Company shall prepare and file any and all tax returns,
information statements or other filings required to be delivered to any
governmental taxing authority, the Mortgagor or to the Purchaser or its
designee pursuant to any applicable law with respect to the Mortgage Loans
-15-
and the transactions contemplated hereby. In addition, the Company shall
provide the Purchaser or its designee with such information concerning the
Mortgage Loans as is necessary for such Purchaser to prepare federal income
tax returns as the Purchaser may reasonably request from time to time.
Section 6.04 Annual Statement as to Compliance.
---------------------------------
Company will deliver to the Purchaser or its designee (a) on or prior
to March 1, 2006, an Officer's Certificate stating that (i) a review of the
activities of the Company during the preceding calendar year and its
performance under this Agreement has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based on
such review, the Company has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof and the action being taken
by the Company to cure such default and (b) on or before March 1st of each
calendar year, commencing in 2007, the Company shall deliver to the
Purchaser, any Master Servicer and any Depositor a statement of compliance
addressed to the Purchaser, such Master Servicer and such Depositor and
signed by an authorized officer of the Company, to the effect that (i) a
review of the Company's activities during the immediately preceding
calendar year (or applicable portion thereof) and of its performance under
this Agreement and any applicable Reconstitution Agreement during such
period has been made under such officer's supervision, and (ii) to the best
of such officers' knowledge, based on such review, the Company has
fulfilled all of its obligations under this Agreement and any applicable
Reconstitution Agreement in all material respects throughout such calendar
year (or applicable portion thereof) or, if there has been a failure to
fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the
status thereof.
Section 6.05 Report on Assessment of Compliance and Attestation and
---------------------------------------------------------
Annual Independent Certified Public Accountants' Servicing Report.
-----------------------------------------------------------------
(a) Company shall on or prior to March 15, 2006, cause, at the
Company's expense, a firm of independent public accountants which is a
member of the American Institute of Certified Public Accountants to furnish
a statement to the Purchaser or the Master Servicer to the effect that such
firm has, with respect to the Company's overall servicing operations,
examined such operations in accordance with the requirements of the Uniform
Single Attestation Program for Mortgage Bankers, stating such firm's
conclusions relating thereto.
(b) On or before March 1st of each calendar year, commencing in 2007,
the Company shall
(i) deliver to the Purchaser and any Depositor a report (in form and
substance reasonably satisfactory to the Purchaser and such Depositor)
regarding the Company's assessment of compliance with the Servicing
Criteria during the immediately preceding calendar year, as required under
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.
-16-
Such report shall be addressed to the Purchaser and such Depositor and
signed by an authorized officer of the Company, and shall address each of
the "Applicable Servicing Criteria" specified on a certification
substantially in the form of Exhibit Q hereto delivered to the Purchaser at
the time of any Securitization Transaction;
(ii) furnish to the Purchaser a report by a registered public
accounting firm that attests to, and reports on, the assessment made by the
Company pursuant to Subsection 13.05 as required by Rules 13a-18 and 15d-18
of the Securities Exchange Act and Section 1122(b) of Regulation AB, which
attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of
Regulation S-X under the Securities Act and the Securities Exchange Act;
and
(iii) cause each Subservicer, and each Subcontractor determined by the
Company pursuant to Section 13.04(b) to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB, to deliver to
the Purchaser and any Depositor an assessment of compliance and
accountants' attestation as and when provided in paragraphs (b) and (c) of
this Section; and
(iv) deliver or cause each Subservicer, and each Subcontractor
described in clause (iii) to deliver to the Purchaser, the Master Servicer,
any Depositor and any other Person that will be responsible for signing the
certification (a "Sarbanes Certification") required by Rules 13a-14(d) and
l5d-14(d) under the Exchange Act (pursuant to Section 302 of the
Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with
respect to a Securitization Transaction a certification signed by the
appropriate officer of the related entity in the form attached hereto as
Exhibit M, provided that such certification delivered by the Company may
not be filed as an exhibit to, or included in, any offering document or
registration statement unless required to be included in any filing
required under the Exchange Act.
The Company acknowledges that the parties identified in the preceding
paragraph may rely on the certification provided by the Company pursuant to
such clause in signing a Sarbanes Certification and filing such with the
Commission.
(c) Each assessment of compliance provided by a Subservicer pursuant
to the first paragraph of this section shall address each of the Servicing
Criteria specified on a certification substantially in the form of Exhibit
Q hereto delivered to the Purchaser concurrently with the execution of this
Agreement or, in the case of a Subservicer subsequently appointed as such,
on or prior to the date of such appointment. An assessment of compliance
provided by a Subcontractor pursuant to Section 6.05(a)(iii) need not
address any elements of the Servicing Criteria other than those specified
by the Company pursuant to Section 13.04.
4. The Purchaser and the Company agree that the Existing Agreement is
hereby amended by adding the following language as a new Section 12.22:
-17-
Section 12.22 Third Party Beneficiary.
-----------------------
For purposes of Sections 5.02, 6.04, 6.05 and Article XIII hereof and
any related provisions thereto, each Master Servicer shall be considered a
third party beneficiary of this Agreement, entitled to all the rights and
benefits hereof as if it were a direct party to this Agreement.
5. The Purchaser and the Company agree that the Existing Agreement is
hereby amended by deleting the existing Exhibit M in its entirety and replacing
it with Schedule B hereto.
6. The Purchaser and the Company agree that the Existing Agreement is
hereby amended by adding Schedule A hereto as a new Exhibit Q.
7. The Purchaser and the Company agree that the Existing Agreement is
hereby amended by deleting the existing Exhibit N in its entirety and replacing
it with Schedule C hereto.
8. The Purchaser and the Company agree that the Existing Agreement is
hereby amended by deleting the existing Exhibit O in its entirety and replacing
it with Schedule D hereto.
9. The Purchaser and the Company agree that the Existing Agreement is
hereby amended by adding Schedule D hereto as a new Exhibit P.
10. References in this Amendment Reg AB to "this Agreement" or words of
similar import (including indirect references to the Agreement) shall be deemed
to be references to the Existing Agreement as amended by this Amendment Reg AB.
Except as expressly amended and modified by this Agreement Reg AB, the Agreement
shall continue to be, and shall remain, in full force and effect in accordance
with its terms. In the event of a conflict between this Amendment Reg AB and any
other document or agreement, including without limitation the Existing
Agreement, this Amendment Reg AB shall control.
11. This Amendment Reg AB shall be governed by and construed in accordance
with the laws of the State of New York without reference to its conflict of law
provisions (other than Section 5-1401 of the General Obligations Law), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
12. This Amendment Reg AB may be executed in one or more counterparts and
by different parties hereto on separate counterparts, each of which, when so
executed, shall constitute one and the same agreement. This Amendment Reg AB
will become effective as of the date first mentioned above. This Amendment Reg
AB shall bind and inure to the benefit of and be enforceable by the Company and
the Purchaser and the respective permitted successors and assigns of the Company
and the successors and assigns of the Purchaser.
-18-
[Signatures Commence on Following Page]
-19-
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year
first above written.
X.X. XXXXXX MORTGAGE ACQUISITION
CORP., Purchaser
By: /s/Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
NATIONAL CITY MORTGAGE CO.,
Company
By:
-----------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year
first above written.
X.X. XXXXXX MORTGAGE ACQUISITION
CORP., Purchaser
By:
----------------------------
Name:
Title:
NATIONAL CITY MORTGAGE CO.,
Company
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Schedule A
Exhibit Q
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Servicer] [Name of
Subservicer] shall address, at a minimum, the criteria identified as below as
"Applicable Servicing Criteria":
-----------------------------------------------------------------------------------------------------------------------------------
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
-----------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
-----------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
-----------------------------------------------------------------------------------------------------------------------------------
Policies and procedures are instituted to monitor any performance or other triggers X
1122(d)(1)(i) and events of default in accordance with the transactIon agreements.
------------------------------------------------------------------------------------------------------------------------------------
If any matenal servicing activities are outsourced to third parties, policies and X
procedures are instituted to monitor the third party's performance and compliance
1122(d)(l)(ii) with such servicing activities
------------------------------------------------------------------------------------------------------------------------------------
Any requirements in the transaction agreements to maintain a back-up servicer for the
1122(d)(1)(iii) mortgage loans are maintained
------------------------------------------------------------------------------------------------------------------------------------
A fidelity bond and errors and omissions policy is in effect on the party participating
in the servicing function throughout the reporting period in the amount of coverage X
1l22(d)(l)(iv) required by and otherwise in accordance with the terms of the transaction agreements
------------------------------------------------------------------------------------------------------------------------------------
Cash Collection and Administration
------------------------------------------------------------------------------------------------------------------------------------
Payments on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business days X
following receipt, or such other number of days specified in the transaction
1122(d)(2)(i) agreements
------------------------------------------------------------------------------------------------------------------------------------
Disbursements made via wire transfer on behalf of an obligor or to an investor are X
1122(d)(2)(ii) made only by authorized personnel
------------------------------------------------------------------------------------------------------------------------------------
Advances of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made, reviewed and X
1122(d)(2)(iii) approved as specified in the transaction agreements
------------------------------------------------------------------------------------------------------------------------------------
The related accounts for the transaction, such as cash reserve accounts or accounts
established as a form of overcollateralization, are separately maintained (e g., with X
1l22(d)(2)(iv) respect to commingling of cash) as set forth in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
Each custodial account is maintained at a federally insured depository institution as
set forth in the transaction agreements For purposes of this criterion, "federally
insured depository institution" with respect to a foreign financial institution means a X
foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the
1l22(d)(2)(v) Securities Exchange Act
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access X
------------------------------------------------------------------------------------------------------------------------------------
Reconciliations are prepared on a monthly basis for all asset-backed securities
related bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate; (B) prepared within
30 calendar days after the bank statement cutoff date, or such other number of days X
specified in the transaction agreements, (C) reviewed and approved by someone other
than the person who prepared the reconciliation, and (D) contain explanations for
reconciling items. These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days specified in the transaction
1l22(d)(2)(vii) agreements.
------------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
-----------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
-----------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
-----------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
------------------------------------------------------------------------------------------------------------------------------------
Reports to investors, including those to be filed with the Commission, are maintained
in accordance with the transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in accordance with X
timeframes and other terms set forth in the transaction agreements; (B) provide
informatin calculated in accordance with the terms specified in the transaction
agreements, (C) are filed with the Commission as required by its rules and
regulations, and (D) agree with investors' or the trustee's records as to the total
1122(d)(3)(i) unpaid principal balance and number of mortgage loans serviced by the Servicer
------------------------------------------------------------------------------------------------------------------------------------
Amounts due to investors are allocated and remitted in accordance with timeframes, X
1122(d)(3)(ii) distribution priority and other terms set forth in the transaction agreements
------------------------------------------------------------------------------------------------------------------------------------
Disbursements made to an investor are posted within two business days to the
Servicer's investor records, or such other number of days specified in the transaction X
1122(d)(3)(iii) agreements
------------------------------------------------------------------------------------------------------------------------------------
Amounts remitted to investors per the investor reports agree with cancelled checks, or X
1122(d)(3)(iv) other form of payment, or custodial bank statements
------------------------------------------------------------------------------------------------------------------------------------
Pool Asset Administration
------------------------------------------------------------------------------------------------------------------------------------
Collateral or security on mortgage loans is maintained as required by the transaction X
1122(d)(4)(i) agreements or related mortgage loan documents
------------------------------------------------------------------------------------------------------------------------------------
Mortgage loan and related documents are safeguarded as required by the transaction X
1122(d)(4)(ii) agreements
------------------------------------------------------------------------------------------------------------------------------------
Any additions, removals or substitutions to the asset pool are made, reviewed and
approved in accordance with any conditions or requirements in the transaction X
1122(d)(4)(iii) agreements
------------------------------------------------------------------------------------------------------------------------------------
Payments on mortgage loans including any payoffs, made in accordance with the
related mortgage loan documents are posted to the Servicer's obligor records X
maintained no more than two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated to principal, interest or
1122(d)(4)(iv) other items (e.g., escrow) in accordance with the related mortgage loan documents
------------------------------------------------------------------------------------------------------------------------------------
The Servicer's records regarding the mortgage loans agree with the Servicer's records X
1122(d)(4)(v) with respect to an obligor's unpaid principal balance.
------------------------------------------------------------------------------------------------------------------------------------
Changes with respect to the terms or status of an obligor's mortgage loans (e g, loan
modifications or re-agings) are made, reviewed and approved by authorized X
personnel in accordance with the transaction agreements and related pool asset
1122(d)(4)(vi) documents
------------------------------------------------------------------------------------------------------------------------------------
Loss mitigation or recovery actions (e g , forbearance plans, modifications and deeds
in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, X
conducted and concluded in accordance with the timeframes or other requirements
1122(d)(4)(vii) established by the transaction agreements
------------------------------------------------------------------------------------------------------------------------------------
Records documenting collection efforts are maintained during the period a mortgage
loan is delinquent in accordance with the transaction agreements. Such records are
maintained on at least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities in monitoring delinquent X
mortgage loans including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g., illness or
1122(d)(4)(viii) unemployment)
------------------------------------------------------------------------------------------------------------------------------------
Adjustments to interest rates or rates of return for mortgage loans with variable rates X
1122(d)(4)(ix) are computed based on the related mortgage loan documents
------------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
-----------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
-----------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Regarding any funds held in trust for an obligor (such as escrow accounts) (A) such
funds are analyzed, ]n accordance with the obligor's mortgage loan documents, on at
least an annual basis, or such other period specified in the transaction agreements, (B) X
interest on such funds is paid, or credited, to obligors in accordance with applicable
mortgage loan documents and state laws, and (C) such funds are returned to the
obligor within 30 calendar days of full repayment of the related mortgage loans, or
1122(d)(4)(x) such other number of days specified in the transaction agreements,
------------------------------------------------------------------------------------------------------------------------------------
Payments made on hehalf of an obligor (such as tax or insurance payments) are made
on or before the related penalty or expiration dates, as indicated on the appropriate X
bills or notices for such payments, provided that such support has been received by
the servicer at least 30 calendar days prior to these dates, or such other number of
1122(d)(4)(xi) days specified in the transaction agreements
------------------------------------------------------------------------------------------------------------------------------------
Any late payment penalties in connection with any payment to be made on behalf of
an obligor are paid from the servicer's funds and not charged to the obligor, unless X
1122(d)(4)(xii) the late payment was due to the obligor's error or omission
------------------------------------------------------------------------------------------------------------------------------------
Disbursements made on behalf of an obligor are posted within two business days to
the obligor's records maintained by the servicer, or such other number of days X
1122(d)(4)(xiii) specified in the transaction agreements
------------------------------------------------------------------------------------------------------------------------------------
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded X
1122(d)(4)(xiv) in accordance with the transaction agreements
------------------------------------------------------------------------------------------------------------------------------------
Any external enhancement or other support identified in Item 1114(a)(1) through (3)
or Item 1115 of Regulation AB, is maintained as set forth in the transaction
1122(d)(4)(xv) agreements
------------------------------------------------------------------------------------------------------------------------------------
[NAME OF SERVICER] [NAME OF SUBSERVICER]
Date:______________________________
By:
Schedule B
Exhibit M
ANNUAL CERTIFICATION
--------------------
I am the [title/office] of [Item 1122 Responsible Party] (the ["Company" or
"Servicer"]) and, in such capacity, the officer in charge of the
[Company's/Servicer's] performance of the servicing criteria identified as the
[Company's/Servicer's] responsibility on Exhibit 5 to the [Pooling and Servicing
Agreement/Servicing Agreement] (the "Agreement"). I hereby certify as follows
(capitalized terms used and not otherwise defined herein have the meanings
assigned in the Agreement) to the [Purchaser], [the Depositor], the Master
Servicer, [the Securities Administrator], [Trustee], and their officers, with
the knowledge and interest that they will rely upon this certification:
1. I have reviewed the (a) servicer compliance statement of the Company
provided in accordance with Item 1123 of Regulation AB (the "Compliance
Statement") of the [Company/Servicer], (b) report on assessment of the Company's
compliance with the servicing criteria set forth in Item 1122(d) or Regulation
AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and
15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange Act")
and Item 1122 of Regulation AB (the "Servicing Assessment"), (c) the registered
public accounting firm's attestation report provided in accordance with Rules
13a-18 and l5d-18 under the Exchange Act and Section 1122(b) of Regulation AB
(the "Attestation Report"), and (d) all servicing reports, officer's
certificates and other information provided to the Purchaser, Master Servicer
and Securities Administrator during the preceding calendar year relating to the
performance of the [Company/Servicer] under the terms of the Agreement
(collectively, the "[Company/ Servicer] Information");
2. Based on my knowledge, the [Company/Servicer] Information, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading as of the
period covered by the [Company/Servicer] Information;
3. Based on my knowledge, all of the [Company/Servicer] Information
required to be provided by the [Company/Servicer] under the Agreement has been
provided to the Purchaser, Master Servicer and Securities Administrator;
4. I am responsible for reviewing the activities performed by the
[Company/Servicer] as servicer under the Agreement, and based on my knowledge
and the compliance review conducted in preparing the Compliance Statement, and
except as disclosed in the Compliance Statement, the Assessment of Compliance or
the Attestation Report, the Company has fulfilled its obligations under the
Agreement in all material respects; and
5. The Compliance Statement, the Assessment of Compliance and the
Attestation Report required to be provided by the [Company/Servicer] and by any
Subservicer or Subcontractor pursuant to the Agreement have been provided to the
Purchaser, Master Servicer and Securities Administrator. Any material instances
of noncompliance described in such reports have been disclosed to the Purchaser,
Master Servicer and Securities Administrator. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such reports.
Date: __________________________________
______________________________________
Name: ________________________________
Title: _______________________________
Schedule C
EXHIBIT N
Standard File Layout - Master Servicing
------------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment
------------------------------------------------------------------------------------------------------------------------------------
SER_INVESTOR_NBR A value assigned by the Servicer to define a group of Text up to 10 digits
loans
------------------------------------------------------------------------------------------------------------------------------------
LOAN_NBR A unique identifier assigned to each loan by the investor. Text up to 10 digits
------------------------------------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This Text up to 10 digits
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, First
separated by first and last name.
------------------------------------------------------------------------------------------------------------------------------------
SCHED_PAY _AMT Scheduled monthly principal and scheduled interest 2 No commas(,) or dollar signs ($)
payment that a borrower is expected to pay, P&I constant
------------------------------------------------------------------------------------------------------------------------------------
NOTE_INT _RATE The loan interest rate as reported by the Servicer. 4 Max length of 6
------------------------------------------------------------------------------------------------------------------------------------
NET_INT_RATE The loan gross interest rate less the service fee rate as 4 Max length of 6
reported by the Servicer
------------------------------------------------------------------------------------------------------------------------------------
SERV_FEE_RATE The servicer's fee rate for a loan as reported by the 4 Max length of 6
Servicer
------------------------------------------------------------------------------------------------------------------------------------
SERV_FEE_AMT The servicer's fee amount for a loan as reported by the 2 No commas(,) or dollar signs ($)
Servicer
------------------------------------------------------------------------------------------------------------------------------------
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or dollar signs ($)
Servicer
------------------------------------------------------------------------------------------------------------------------------------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6
------------------------------------------------------------------------------------------------------------------------------------
ARM_INDEX_RATE The Incex the Servlcer is using to calculate a forecasted 4 Max length of 6
rate
------------------------------------------------------------------------------------------------------------------------------------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the beginning 2 No commas(,) or dollar signs ($)
of the processing cycle
------------------------------------------------------------------------------------------------------------------------------------
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of the 2 No commas(.) or dollar signs ($)
processing cycle
------------------------------------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY
borrower's next payment is due to the Servicer, as
reported by Servicer
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_1 The first curtailment amount to be applied 2 No commas(,) or dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_1 The curtailment date associated with the first curtailment MM/DD/YYYY
amount
------------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_AMT_1 The curtailment interest on the first curtailment amount, if 2 No commas(,) or dollar signs ($)
applicable
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_2 The second curtailment amount to be applied 2 No commas(,) or dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_2 The curtailment date assiciated with the second MM/DD/YYYY
curtailment amount
------------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_AMT_2 The curtailment interest on the second curtailment 2 No commas(,) or dollar signs ($)
amount if applicable
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment
------------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_3 The curtailment date associated with the third curtailment MM/DD/YYYY
amount
------------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment amount, if 2 No commas(,) or dollar signs ($)
applicable
------------------------------------------------------------------------------------------------------------------------------------
PIF_AMT The loan "paid in full" amount as reported by the Servicer 2 No commas(,) or dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
PIF _DATE The paid In full date as reported by the Servicer MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
Action Code Key.15-Bankruptcy, 31
60=PIF, 63=Substitution, 65=Repurc
ACTION_CODE The standard FNMA numeric code used to indicate the
default/delinquent status of a particular loan
------------------------------------------------------------------------------------------------------------------------------------
INT _ADJ_AMT The amount of the interest adjustment as reported by the 2 No commas(,) or dollar sIgns ($)
Servicer
------------------------------------------------------------------------------------------------------------------------------------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if applIcable. 2 No commas(,) or dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No comma,(,) or dollar signs ($)
applicable
------------------------------------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the 2 No commas(,) or dollar signs ($)
beginning of the cycle date to be passed through to
investors
------------------------------------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at the 2 No commas(,) or dollar signs ($)
end of a processing cycle
------------------------------------------------------------------------------------------------------------------------------------
SCHED_PRIN_AMT The scheduled principal amount as reported by the 2 No commas(,) or dollar signs ($)
Servicer for the current cycle -- only applicable for
Scheduled/Scheduled Loans
------------------------------------------------------------------------------------------------------------------------------------
SCHED _NET _INT The scheduled gross interest amount less the service fee 2 No commas(,) or dollar signs ($)
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 for 2 No commase) or dollar signs ($)
the current reporting cycle -- only applicable for
Actual/Actual Loans
------------------------------------------------------------------------------------------------------------------------------------
ACTL_NET _INT The actual gross interest amount less the service fee 2 No commase) or dollar signs ($)
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 2 No commase) or dollar signs ($)
on his loan as reported by the Servicer.
------------------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_WAIVED The prepayment penalty amount for the loan waived by 2 No commase) or dollar signs ($)
the servlcer
------------------------------------------------------------------------------------------------------------------------------------
MOD_DATE The Effective Payment Date of the Modification for the MM/DD/YYYY
loan
------------------------------------------------------------------------------------------------------------------------------------
MOD_TYPE The Modification Type Varchar - value can be alpha or n
------------------------------------------------------------------------------------------------------------------------------------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest advances 2 No commas(,) or dollar signs ($)
made by Servicer
------------------------------------------------------------------------------------------------------------------------------------
Schedule D
EXHIBIT O
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.
(i)
(ii) The numbers on the 332 form correspond with the numbers
listed below.
Liquidation and Acquisition Expenses:
-------------------------------------
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default
through liquidation breaking out the net interest and servicing
fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing
fee that would have been earned if all delinquent payments had
been made as agreed. For documentation, an Amortization
Schedule from date of default through liquidation breaking out
the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal
Balance of the Mortgage Loan as calculated on a monthly basis.
For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and
servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and Insurance advances - see page 2 of 332 form
- breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to
default require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance
forward)
* Other expenses - copies of corporate advance history
showing all payments
* REO repairs > $1500 require explanation
* REO repairs > $3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the
decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further
documentation.
13. The total of lines 1 through 12.
(iii) Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale,
bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332
form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial
----------- proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
--------------------------------------------
23. The total derived from subtracting line 22 from 13. If
the amount represents a realized gain, show the amount
in parenthesis ( ).
Exhibit 3A: Calculation of Realized Loss/Gain Form 332
Prepared by:________________________ Date: _____________________
Phone:______________________________ Email Address:________________
--------------------- ----------------- --------------------
| Servicer Loan No. | | Servicer Name | | Servicer Address |
--------------------- ----------------- --------------------
XXXXX FARGO BANK, N.A. Loan No _________________________________________________
Borrower's Name:________________________________________________________________
Property Address:_______________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount ________________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $________________(1)
(2) Interest accrued at Net Rate _________________(2)
(3) Accrued Servicing Fees _________________(3)
(4) Attorney's Fees _________________(4)
(5) Taxes (see page 2) _________________(5)
(6) Property Maintenance _________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) _________________(7)
(8) Utility Expenses _________________(8)
(9) Appraisal/BPO _________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys _________________________ ________________(12)
HOA/Condo Fees_________________________ ________________(12)
_______________________________________ ________________(12)
Total Expenses $_______________(13)
Credits:
(14) Escrow Balance $_______________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance Gov't Insurance _______________(18a)
HUD Part A
_______________(18b)
HUD Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proeeeds from Sale of Acqured Property ________________(20)
(21) Other (itemize) ________________(21)
__________________________________________ ________________(21)
Total Credits $_______________(22)
Total Realized Loss (or Amount of Gain) $_______________(23)
Escrow Disbursement Detail
--------------------------------------------------------------------------------
Type Date Period of Total Base Penalties Interest
(Tax /Ins.) Paid Coverage Paid Amount
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Schedule E
EXHIBIT P
Standard File Layout - Delinquency Reporting
------------------------------------------------------------------------------------------------------------------------------------
Column 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.
------------------------------------------------------------------------------------------------------------------------------------
CLlENT_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 the servicer MM/DD/YYYY
at the end of processing cycle, as reported by Servicer.
------------------------------------------------------------------------------------------------------------------------------------
LOAN_TYPE Loan Type (i e FHA, VA, Conv)
------------------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_FILED _DATE Ihe 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 by MM/DD/YYYY
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_EST_COMP_DATE The Date The Loss Mitigation/Plan Is Scheduled To End/Close MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_ACT_COMP_DATE Ihe Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with instructions to MM/DD/YYYY
begin foreclosure proceedings.
------------------------------------------------------------------------------------------------------------------------------------
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, (,)
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 from the MM/DD/YYYY
borrower
------------------------------------------------------------------------------------------------------------------------------------
LIST_PRICE The price at which an REO property is marketed 2 No commas, (,)
- dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
OFFER_AMT The dollar value of an offer for an REO property 2 No commas, (,)
dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
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 price 2
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:
-------------
------------------------------------------------------------------------------------------------------------------------------------
DELlNQ_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 MM/DD/YYYY
Company
------------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas, (,)
dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas, (,)
dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
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, (,)
dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool MM/DD/YYYY
insurer
------------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas, (,)
dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
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, (,)
dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas, (,)
dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
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, (,)
dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas, (,)
dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
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, (,)
dollar signs ($)
------------------------------------------------------------------------------------------------------------------------------------
The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
o ASUM - Approved Assumption
o BAP - Borrower Assistance Program
o CO - Charge Off
o DIL - Deed-in-Lieu
o FFA - Formal Forbearance Agreement
o MOD - Loan Modification
o PRE - Pre-Sale
o SS - Short Sale
o MISC - Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file
The Occupant Code field should show the current status of the property code as
follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the
property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as
follows:
------------------------------------------------------------------------
Delinquency Delinquency Description
Code
------------------------------------------------------------------------
001 FNMA - Death of principal mortgagor
------------------------------------------------------------------------
002 FNMA - Illness of principal mortgagor
------------------------------------------------------------------------
003 FNMA - Illness of mortgagor's family member
------------------------------------------------------------------------
004 FNMA - Death of mortgagor's family member
------------------------------------------------------------------------
005 FNMA - Marital difficulties
------------------------------------------------------------------------
006 FNMA - Curtailment of income
------------------------------------------------------------------------
007 FNMA - Excessive obligation
------------------------------------------------------------------------
008 FNMA - Abandonment of property
------------------------------------------------------------------------
009 FNMA - Distant employee transfer
------------------------------------------------------------------------
011 FNMA - Property problem
------------------------------------------------------------------------
012 FNMA - Inability to sell property
------------------------------------------------------------------------
013 FNMA - Inability to rent property
------------------------------------------------------------------------
014 FNMA - Military Service
------------------------------------------------------------------------
015 FNMA - Other
------------------------------------------------------------------------
016 FNMA - Unemployment
------------------------------------------------------------------------
017 FNMA - Business failure
------------------------------------------------------------------------
019 FNMA - Casualty loss
------------------------------------------------------------------------
022 FNMA - Energy environment costs
------------------------------------------------------------------------
023 FNMA - Servicing problems
------------------------------------------------------------------------
026 FNMA - Payment adjustment
------------------------------------------------------------------------
027 FNMA - Payment dispute
------------------------------------------------------------------------
029 FNMA - Transfer of ownership pending
------------------------------------------------------------------------
030 FNMA - Fraud
------------------------------------------------------------------------
031 FNMA - Unable to contact borrower
------------------------------------------------------------------------
INC FNMA - Incarceration
------------------------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as
follows:
------------------------------------------------------------------------
Status Code Status Description
------------------------------------------------------------------------
09 Forbearance
------------------------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------------------------------------------------------
24 Government Seizure
------------------------------------------------------------------------
26 Refinance
------------------------------------------------------------------------
27 Assumption
------------------------------------------------------------------------
28 Modification
------------------------------------------------------------------------
29 Charge-Off
------------------------------------------------------------------------
30 Third Party Sale
------------------------------------------------------------------------
31 Probate
------------------------------------------------------------------------
32 Military Indulgence
------------------------------------------------------------------------
43 Foreclosure Started
------------------------------------------------------------------------
44 Deed-in-Lieu Started
------------------------------------------------------------------------
49 Assignment Completed
------------------------------------------------------------------------
61 Second Lien Considerations
------------------------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------------------------------------------------------
