Exhibit 99.10
RECONSTITUTED SERVICING AGREEMENT
This is a Reconstituted Servicing Agreement (the "Agreement") made this 1st
day of January, 2007, between Xxxxxxx Xxxxx Mortgage Investors, Inc., having an
address at 4 World Financial Center, 10th Floor, New York, New York 10281 (the
"Depositor") and Wilshire Credit Corporation, having an address at 00000 XX
Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxx 00000 ("Wilshire").
In consideration of the mutual promises contained herein the parties hereto
agree that the mortgage loans (the "Mortgage Loans") listed on Exhibit A annexed
hereto (the "Mortgage Loan Schedule") shall be subject to the terms of this
Agreement, and shall be serviced under the terms of the pooling and servicing
agreement dated as of January 1, 2006, among the Depositor, Wilshire and Xxxxx
Fargo Bank, N.A. (the "Underlying Servicing Agreement"), attached hereto as
Exhibit B, and as amended by this Agreement (together with the Underlying
Servicing Agreement, the "Servicing Agreement"). Capitalized terms used herein
but not defined shall have the meanings ascribed to them in the Underlying
Servicing Agreement.
MODIFICATIONS OF CERTAIN PROVISIONS OF THE UNDERLYING SERVICING AGREEMENT
1. The parties hereto agree that the Preliminary Statement, Article II
(other than Section 2.09), Sections 3.17, 3.18, 3.20-3.23 and 4.03 through
4.05, Article V, Section 7.03, Article VIII, Article IX and Sections 10.04,
10.05, 10.08, 10.10 and 10.11 are inapplicable to this Agreement.
2. For purposes of servicing the Mortgage Loans hereunder, the parties
hereto agree that the provisions of the Underlying Servicing Agreement shall be
modified in the manner set forth on Exhibit C hereto.
WARRANTIES
3. Depositor warrants and represents to, and covenants with, Wilshire that
as of the date hereof:
(a) The Depositor is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation;
(b) Depositor has full corporate power and authority to execute, deliver
and perform its obligations under this Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this Agreement is in the ordinary course of Depositor's business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of Depositor's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Depositor is now a party or by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Depositor or its property is subject. The execution,
delivery and performance by Depositor of this
Agreement and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on part of
Depositor. This Agreement has been duly executed and delivered by Depositor and,
upon the due authorization, execution and delivery by Wilshire, will constitute
the valid and legally binding obligation of Depositor enforceable against
Depositor in accordance with its terms except as enforceability may be limited
by bankruptcy, reorganization, insolvency, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally, and by general
principles of equity regardless of whether enforceability is considered in a
proceeding in equity or at law; and
(c) No consent, approval, order or authorization of, or declaration, filing
or registration with, any governmental entity is required to be obtained or made
by Depositor in connection with the execution, delivery or performance by
Depositor of this Agreement, or the consummation by it of the transactions
contemplated hereby.
4. Wilshire warrants and represents to, and covenants with, Depositor that
as of the date hereof:
(a) Wilshire is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;
(b) Wilshire has full corporate power and authority to execute, deliver and
perform its obligations under this Agreement, and to consummate the transactions
set forth herein. The consummation of the transactions contemplated by this
Agreement is in the ordinary course of Wilshire's business and will not conflict
with, or result in a breach of, any of the terms, conditions or provisions of
Wilshire's charter or by-laws or any legal restriction, or any material
agreement or instrument to which Wilshire is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment
or decree to which Wilshire or its property is subject. The execution, delivery
and performance by Wilshire of this Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Wilshire. This Agreement has been duly executed and
delivered by Wilshire and, upon the due authorization, execution and delivery by
Depositor, will constitute the valid and legally binding obligation of Wilshire
enforceable against Wilshire in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law; and
(c) No consent, approval, order or authorization of, or declaration, filing
or registration with, any governmental entity is required to be obtained or made
by Wilshire in connection with the execution, delivery or performance by
Wilshire of this Agreement, or the consummation by it of the transactions
contemplated hereby.
(d) Wilshire is duly authorized and qualified to transact any and all
business contemplated by this Agreement to be conducted by the Servicer in any
state in which a Mortgaged Property is located or is otherwise not required
under applicable law to effect such
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qualification and, in any event, is in compliance with the doing business laws
of any such state, to the extent necessary to ensure its ability to enforce each
Mortgage Loan, to service the Mortgage Loans in accordance with the terms of
this Agreement and to perform any of its other obligations under this Agreement
in accordance with the terms hereof.
(e) The Servicer is an approved servicer of mortgage loans for Xxxxxx Mae
and is an approved servicer of mortgage loans for Xxxxxxx Mac.
(f) No litigation is pending or, to the best of the Servicer's knowledge,
threatened, against the Servicer that would materially and adversely affect the
execution, delivery or enforceability of this Agreement or the ability of the
Servicer to service the Mortgage Loans or to perform any of its other
obligations under this Agreement in accordance with the terms hereof.
(g) The Servicer will fully furnish (for the period it services the
Mortgage Loans), in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (e.g., favorable and
unfavorable) on its borrower credit files to Equifax, Experian and Trans Union
Credit Information Company on a monthly basis.
RECOGNITION OF MASTER SERVICER
5. From and after the date hereof, Wilshire shall service the Mortgage
Loans in accordance with the Servicing Agreement. It is the intention of
Wilshire and the Depositor that this Agreement will constitute a separate and
distinct servicing agreement between Wilshire and Depositor to the extent of the
Mortgage Loans and shall be binding upon and for the benefit of the respective
successors and assigns of the parties hereto.
6. Wilshire acknowledges that Xxxxx Fargo Bank, N.A. (the "Master Servicer"
and "Securities Administrator") has been appointed as the master servicer of the
Mortgage Loans pursuant to the Pooling and Servicing Agreement, dated as of
January 1, 2007, by and among the Depositor, the Master Servicer, the Securities
Administrator and HSBC Bank USA, National Association (the "Pooling and
Servicing Agreement"). Wilshire shall deliver all reports required to be
delivered under the Servicing Agreement to:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-A1
7. Wilshire hereby acknowledges that the Master Servicer has the right to
enforce all obligations of Wilshire under the Servicing Agreement acting on
behalf of the MANA 2007-A1 trust formed pursuant to the Pooling and Servicing
Agreement, as owner of the Mortgage Loans. Such rights will include, without
limitation, the right to terminate Wilshire, as servicer under the Servicing
Agreement upon the occurrence of an event of default thereunder, the right to
receive
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all remittances required to be made by Wilshire under the Servicing Agreement,
the right to receive all monthly reports and other data required to be delivered
by Wilshire under the Servicing Agreement, the right to examine the books and
records of Wilshire and the right to exercise certain rights of consent and
approval of the "Trustee" under the Servicing Agreement. Notwithstanding the
foregoing, it is understood that Wilshire shall not be obligated to defend and
indemnify and hold harmless the Master Servicer and the Depositor from and
against any losses, damages, penalties, fines, forfeitures, judgments and any
related costs including, without limitation, reasonable and necessary legal
fees, resulting from (i) actions or inactions of Wilshire which were taken or
omitted upon the instruction or direction of the Master Servicer or (ii) the
failure of the Master Servicer to perform the obligations of the "Trustee" under
the Servicing Agreement and this Agreement only to the extent that the Master
Servicer has any obligations of the "Trustee". In addition, the Depositor shall
indemnify Wilshire and hold it harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and any other costs, fees and expenses that Wilshire
may sustain in any way related to (a) actions or inactions of Wilshire which
were taken or omitted upon the instruction or direction of the Securities
Administrator or Master Servicer, as applicable, or (b) the failure of the
Securities Administrator or the Master Servicer, as applicable, to perform the
obligations of the "Trustee" under the Servicing Agreement. Wilshire shall make
all distributions under the Servicing Agreement to the Master Servicer by wire
transfer of immediately available funds to:
Xxxxx Fargo Bank, N.A.
ABA Number: #000-000-000
Account Name: Corporate Trust Clearing
Account number: 0000000000
For further credit to: MANA 2007-A1
Distribution Account Number: 00000000
MISCELLANEOUS
8. All demands, notices and communications related to the Mortgage Loans,
this Servicing Agreement shall be in writing and shall be deemed to have been
duly given if personally delivered at or mailed by registered mail, postage
prepaid, as follows:
(a) In the case of Wilshire,
Wilshire Credit Corporation
00000 X.X. Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, Xxxxxx 00000
Attention: V.P. Client Services
(b) In the case of Depositor,
Xxxxxxx Xxxxx Mortgage Investors, Inc.
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4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MANA 2007-A1
(c) In the case of the Master Servicer or the Securities Administrator,
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: MANA 2007-A1
9. This Agreement shall be construed in accordance with the laws of the
State of New York, except to the extent preempted by Federal law, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
10. No term or provision of this Agreement may be waived or modified unless
such waiver or modification is in writing and signed by the party against whom
such waiver or modification is sought to be enforced.
11. This Agreement shall inure to the benefit of the successors and assigns
of the parties hereto. Any entity into which the Depositor or Wilshire may be
merged or consolidated shall, without the requirement for any further writing,
be deemed the Depositor or Wilshire, respectively, hereunder.
12. This Agreement shall terminate upon a clean up call of the Xxxxxxx
Xxxxx Alternative Note Asset Trust, Series 2007-A1.
13. This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
Depositor
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
WILSHIRE CREDIT CORPORATION
Company
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ACKNOWLEDGED AND AGREED:
XXXXX FARGO BANK, N.A.
Master Servicer
By:
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
XXXXX FARGO BANK, N.A.
Securities Administrator
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
EXHIBIT A
MORTGAGE LOAN SCHEDULE
[INTENTIONALLY OMITTED]
A-1
EXHIBIT B
POOLING AND SERVICING AGREEMENT,
DATED JANUARY 1, 2006
[INTENTIONALLY OMITTED]
B-1
EXHIBIT C
MODIFICATIONS TO THE UNDERLYING SERVICING AGREEMENT
1. Article I (Definitions) is hereby modified as follows:
a. Replacing the definition of Accountant's Attestation in its entirety
with the following:
Accountant's Attestation: A report from a nationally or regionally
recognized firm of independent registered public accountants which is
a member of the American Institute of Certified Public Accountants to
the effect that (i) it has obtained a representation regarding certain
matters from the management of the Servicer, which includes an
assertion as to whether the Servicer complied with the relevant
Servicing Criteria, and (ii) on the basis of an examination conducted
by such firm in accordance with standards for attestation engagements
issued or adopted by the PCAOB, it is expressing an opinion as to
whether the Servicer's compliance with the relevant Servicing Criteria
was fairly stated in all material respects, or it cannot express an
overall opinion regarding the Servicer's assessment of compliance with
the Relevant Servicing Criteria.
b. Adding the following definition immediately after the definition of
Agreement:
Annual Statement of Compliance: The statement of compliance as
required by Section 11.04 of Exhibit D hereto.
c. Replacing the definition of Assessment of Compliance in its entirety
with the following:
Assessment of Compliance: An officer's assessment of its compliance
with the Relevant Servicing Criteria during the preceding calendar
year as required by Rules 13a-18 and 15d-18 of the Exchange Act and
Item 1122 of Regulation AB.
d. Revising the definition of Certificate by replacing the word "Trustee"
with "Securities Administrator" in each instance.
e. Replacing the definition of Certificateholder or Holder in its
entirety with the following:
Certificateholder or Holder: As defined in the Pooling and Servicing
Agreement.
f. Replacing the definition of Closing Date in its entirety with the
following:
Closing Date: February 9, 2007.
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g. Revising the definition of Collection Account by (i) replacing the
words "Mortgage Investors" with "Alternative Note" and (ii) replacing
"2006-HE1" with "2007-A1".
h. Replacing the definition of Cut-off Date in its entirety with the
following:
Cut-off Date: January 1, 2007.
i. Adding the following definition immediately following the definition
of Certificate:
Distribution Account: The separate Eligible Account created and
maintained by the Securities Administrator and as defined in the
Pooling and Servicing Agreement.
j. Revising the definition of Distribution Date by replacing "2006" with
"2007".
k. Replacing the definition of Issuing Entity in its entirety with the
following:
Issuing Entity: Xxxxxxx Xxxxx Alternative Note Asset Trust, Series
2007-A1.
l. Adding the following definitions immediately after the definition of
Lower Tier REMIC Subordinated Balance Ratio:
Master Servicer: Xxxxx Fargo Bank, N.A.
Master Servicer Collection Account: The separate Eligible Account
created and maintained by the Master Servicer pursuant to the Pooling
and Servicing Agreement in the name of the Master Servicer for the
benefit of the Certificateholders and designated "Xxxxx Fargo Bank,
N.A., as Master Servicer, in trust for registered holders of Xxxxxxx
Xxxxx Alternative Note Asset Trust, Mortgage Loan Asset-Backed
Certificates, Series 2007-A1." Funds in the Master Servicer Collection
Account shall be held in trust for the Certificateholders for the uses
and purposes set forth in the Pooling and Servicing Agreement.
m. Revising the definition of Mortgage Loan Schedule by replacing
"attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3" with the
following: "attached to the Reconstituted Servicing Agreement".
n. Revising the definition of Optional Termination Amount by replacing
"Section 9.01" with "the Pooling and Servicing Agreement".
o. Revising the definition of Optional Termination Amount by replacing
the words "costs and expenses" in clause (B) of the such definition
with "costs, expenses and indemnity amounts".
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p. Adding the following definition immediately after the definition of
Pool Stated Balance:
Pooling and Servicing Agreement: The pooling and servicing agreement,
dated as of January 1, 2007, by and among the Depositor, the Master
Servicer, the Securities Administrator and the Trustee.
q. Replacing the definition of Prepayment Period in its entirety with the
following:
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of such Distribution Date.
r. The definition of REMIC is hereby amended by deleting the second
sentence of such definition.
s. Adding the following definition immediately after the definition of
Securities Act:
Securities Administrator: Xxxxx Fargo Bank, N.A.
t. Adding the following definition immediately after the definition of
Servicer Advance Date:
Servicer Information: As defined in Section 11.07(a).
u. Revising the definition of Servicing Advances by adding the words
"prior liens," immediately before the word "real".
v. Replacing "0.50%" in the definition of Servicing Fee Rate with
"0.25%".
w. Replacing "Trustee" in each instance in the definition of Servicing
Transfer Costs with "Master Servicer".
x. Amending the definition of Subcontractor by inserting "(as defined in
the Pooling and Servicing Agreement)" immediately after the word
"Balance".
y. Amending the definition of Sub-Servicer by inserting "(as defined in
the Pooling and Servicing Agreement)" immediately after the word
"Balance" in clause (iii) of such definition.
z. Replacing the definition of Trust Fund in its entirety with the
following:
Trust Fund: The corpus of the Issuing Entity.
aa. Replacing "Xxxxx Fargo Bank, N.A." in the definition of Trustee with
"HSBC Bank USA, National Association".
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2. Section 2.09(b) is amended by inserting ", the Master Servicer" immediately
following "Depositor" in each instance.
3. Article III (Administration and Servicing of Mortgage Loans) is hereby
amended as follows.
a. Replacing "Trustee" with "Master Servicer" in each instance in each
section of Article III, other than Sections 3.01, 3.03, 3.05 through
3.11, 3.12, 3.14 and 3.15.
b. Replacing "herein" with "in the Pooling and Servicing Agreement" in
the third sentence of the first paragraph of Section 3.01.
c. Deleting the last paragraph of Section 3.01, including clauses (a),
(b) and (c) of such paragraph.
d. Replacing "3.17 and 3.18" in Section 3.02(c) with "11.04 and 11.05".
e. Replacing "out of the Certificate Account" with "to the Master
Servicer pursuant to the Pooling and Servicing Agreement" in the
penultimate sentence of the first paragraph of Section 3.04.
f. Amending Section 3.05 by:
(i) inserting "as defined in the Pooling and Servicing Agreement"
immediately after "Stated Principal Balance" in the fourth sentence of
clause (a);
(ii) replacing the word "Trustee" with "Master Servicer" in each
instance in the last two paragraphs of clause (d);
(iii) deleting the last sentence of the last paragraph of clause (d);
(iv) replacing clause (e) in its entirety with "[Reserved]";
(v) deleting "or the Certificate Account", "or the Trustee, as
applicable", "(i) in the case of the Collection Account" and "(ii) in
the case of the Certificate Account, the Business Day immediately
preceding the first Distribution Date that follows the date of such
investment (except that if such Permitted Investment is an obligation
of the institution that maintains such Certificate Account or is
otherwise immediately available, then such Permitted Investment shall
mature not later than such Distribution Date) and, in each case" from
the first sentence of clause (f) of such Section; and
(vi) deleting the last sentence of clause (f) of such Section.
C-4
g. Replacing "this Agreement in accordance with Section 9.01 hereof" with
"the Pooling and Servicing Agreement" in the penultimate sentence of
the second paragraph of Section 3.06.
h. Amending Section 3.07 by inserting the following sentence at the end
of the second paragraph of such Section: "In addition, subject to
limitations of applicable privacy laws, the Servicer may make public
information regarding performance of the Mortgage Loans."
i. Amending Section 3.08 by:
(i) replacing "Certificate Account" with "Master Servicer Collection
Account" in each instance;
(ii) deleting "2.02, 2.03 or" from clause (a)(ix);
(iii) replacing "Section 2.03" with "Article II of the Pooling and
Servicing Agreement" in clause (a)(xi);
(iv) replacing "this Agreement pursuant to Section 9.01 hereof" with
"the Pooling and Servicing Agreement" in clause (a)(xiv);
(v) replacing the word "Trustee" with "Master Servicer" in the first
and third full paragraphs of such Section;
(vi) deleting the words "or the Trustee" and "or the Certificate
Accounts" from the last paragraph of clause (a); and
(vii) deleting clause (b) of such Section.
j. Amending Section 3.10 by:
(i) amending clause (i) of the first sentence of the first paragraph
of such Section by (A) inserting the word "estimated" immediately
before the word "replacement" and (B) inserting "(which may be the
last known coverage)" immediately after the word "Property";
(ii) replacing the word "Trustee" with "Master Servicer" in the fifth
sentence of the first paragraph and the last sentence of the second
paragraph of such Section; and
(ii) amending the last sentence of the first paragraph of such Section
by (A) replacing the word "original" with "outstanding" in the clause
(i), (B) inserting the word "estimated" immediately before the word
"replacement" in clause (ii) and (C) inserting "(which may be the last
known coverage)" immediately after the word "Property" in clause (ii).
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k. Amending Section 3.11 by:
(i) inserting the words "; and provided further, that the Servicer
need not take any such action if the Servicer believes the collections
and other recoveries in respect of the Mortgage Loan would be
maximized if the Mortgage Loan were not accelerated" immediately after
the word "Policy" in the first sentence of such Section;
(ii) replacing "Trustee" with "Master Servicer" in the second sentence
of the first paragraph of such Section; and
(iii) inserting "Master Servicer and" immediately after "shall notify
the" in the seventh sentence of such Section.
l. Amending Section 3.12 by:
(i) deleting the fourth sentence of clause (a) of such Section;
(ii) replacing the word "knowledge" in the last sentence of the first
paragraph of such Section with "received written notice";
(iii) adding the words ", the Master Servicer and the Securities
Administrator" immediately after the word "Trustee" in each instance
in the third paragraph of clause (a) of such Section;
(iv) replacing the word "Trustee" with "Securities Administrator" in
clause (c) of such Section;
(v) replacing the words "Certificate Account" with "Distribution
Account (as defined in the Pooling and Servicing Agreement in clause
(c);
(vi) inserting "Master Servicer and" immediately preceding "Trustee"
in the last sentence of clause (d); and
(vii) revising the last sentence of clause (e) of such Section by
inserting "as defined in the Pooling and Servicing Agreement"
immediately after the word "Certificates" in each instance.
m. Amending Section 3.13 by:
(i) replacing the title of such Section with "Release of Mortgage
Files";
(ii) replacing "Trustee or its designee" in the first sentence of the
first paragraph of such Section with "Custodian";
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(iii) deleting "Upon a receipt of a copy of such request, the Trustee
or its designee shall promptly release the Mortgage File to the
Servicer, and" from the second sentence of the first paragraph of such
Section, adding "by the Servicer" immediately after the word
"incurred" in the third sentence of the first paragraph of such
Section;
(iv) deleting the fourth sentence of the first paragraph of such
Section;
(v) replacing "designee" with "Custodian" in each instance in the
first sentence of the second paragraph of such Section;
(vi) deleting the second, third, fourth and fifth sentences of the
second paragraph of such Section;
(vii) replacing "remits to the Trustee" with "remits to the Securities
Administrator" in the third paragraph of such Section;
(viii) replacing "designee" with "Custodian" in each instance in the
last sentence of the third paragraph of such Section;
(ix) replacing "designee" with "Custodian" in each instance in the
fourth paragraph of such Section; and
(x) adding "or its Custodian" immediately after "returned to the
Trustee" in the second sentence of the fourth paragraph of such
Section.
n. Amending Section 3.14 by replacing "Certificate Account" with "Master
Servicer Collection Account, the Distribution Account (as defined in
the Pooling and Servicing Agreement)" and replacing "Trustee" with
"Master Servicer or the Securities Administrator" in the second
sentence of such Section.
o. Amending Section 3.15 by replacing "Trustee" with "Master Servicer" in
the last sentence of the second paragraph of such Section.
p. Replacing Section 3.19 in its entirety with the following:
Section 3.19 Subordination of Liens.
In connection with any governmental program under which a
Mortgagor may obtain a benefit in the event the related Mortgaged
Property is subject to a disaster provided that the Mortgagor files a
covenant or other lien against the Mortgaged Property and is required
to obtain the subordination thereto of the Mortgage, the Servicer may
cause such subordination to be executed and filed provided that either
(i) the related Mortgage Loan is in default or default with respect to
such Mortgage Loan is imminent or (ii) such subordination and
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participation in such governmental program will not result in a change
in payment expectations with respect to such Mortgage Loan. For
purposes of the preceding sentence, a change in payment expectations
occurs if, as a result of such subordination and participation in such
governmental program, (1) there is a substantial enhancement of the
Mortgagor's capacity to meet the payment obligations under the
Mortgage Loan and that capacity was primarily speculative prior to
such subordination and participation in such governmental program and
is adequate after such subordination and participation in such
governmental program or (2) there is a substantial impairment of the
Mortgagor's capacity to meet the payment obligations under the
Mortgage Loan and that capacity was adequate prior to such
subordination and participation in such governmental program and is
primarily speculative after such subordination and participation in
such governmental program. The preceding sentence and clause (ii) of
the second preceding sentence are intended to comply with Treasury
Regulations Section 1.1001-3(e)(4) and shall be interpreted in
accordance therewith.
q. Replacing Section 3.24 in its entirety with the following:
Section 3.24 Information to the Master Servicer.
No later than the tenth (10th) calendar day of each month (or if
such tenth day is not a Business Day, the Business Day immediately
preceding such tenth day), the Servicer shall forward to the Master
Servicer reports in the format set forth in Exhibit X-0, Xxxxxxx X-0
and Exhibit M-3 hereto (or such other format, with respect to Exhibit
M-1 and Exhibit M-2, as mutually agreed by the Servicer and the Master
Servicer), with respect to monthly remittances, defaulted Mortgage
Loans and realized loss calculations, respectively.
r. Replacing "Trustee" with "Master Servicer" in the first sentence of
Section 3.25.
s. Replacing Section 3.26 in its entirety with the following:
Section 3.26 Solicitation.
The Servicer may solicit or refer to a mortgage originator, who
may or may not be an affiliate of the Depositor or the Servicer, any
Mortgagor for refinancing or otherwise take action to encourage
refinancing.
t. Inserting the following new Section 3.28 immediately after Section
3.27:
Section 3.28 Special Servicing Agreements.
The Servicer may enter into a special servicing advisory
agreement with (i) a holder of (a) the Class R Certificate, (b) the
Class C Certificate, (c) one or more other Class of subordinated
certificates issued by the Issuing Entity and/or
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(d) a NIM Note and/or (ii) an advisor designated by any of the
foregoing. Pursuant to such agreement, the Servicer may provide such
holder or advisor, in its capacity as special servicing advisor, with
loan-level information with respect to the Mortgage Loans, and such
person may advise the Servicer with respect to efforts to maximize
recoveries with regard to the Mortgage Loans, including, without
limitation, the commencement of foreclosure proceedings or other
actions.
4. Article IV (Distributions) is hereby amended as follows:
a. Amending Section 4.01 by:
(i) replacing "Trustee" with "Master Servicer" in each instance;
(ii) inserting "(as defined in the Pooling and Servicing Agreement)"
immediately after "Stated Principal Balance" in each instance in the
last sentence of the first paragraph of clause (a); and
(iii) replacing "Certificate Account" with "Master Servicer Collection
Account" in the first sentence of the second paragraph of clause (a).
b. Amending Section 4.02 by inserting "the Master Servicer, the
Securities Administrator," immediately before "the Issuing Entity" in
the second paragraph of such Section.
5. Article VI (The Depositor and the Servicer) is hereby amended as follows.
a. Replacing "Trustee" with "Securities Administrator" in all instances
in Section 6.03.
b. Replacing "Trustee" with "Master Servicer" in all instances in
Sections 6.04 and 6.05.
c. Inserting ", as defined in the Pooling and Servicing Agreement" after
the word "Certificate" in the first sentence of Section 6.06.
6. Article VII (Default; Termination of Servicer) is hereby amended as
follows.
a. Replacing "Trustee" with "Master Servicer" in all instances in
Sections 7.01(a).
b. Deleting "other than its rights as a Certificateholder hereunder" in
each instance in Section 7.01.
c. Amending Section 7.01(a)(i) by:
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(i) inserting ", Master Servicer Collection Account" immediately after
"Collection Account" in such Section;
(ii) replacing "Certificate Account" with "Distribution Account (as
defined in the Pooling and Servicing Agreement)"; and
(iii) replacing "prior to the related Distribution Date" with
"Distribution Account Deposit Date (as defined in the Pooling and
Servicing Agreement)".
d. Deleting "or the Depositor" in clause (a)(ii).
e. Replacing clause (a) (vi) with the following:
(vi) Any failure by the Servicer, any Subservicer or any Subcontractor
to deliver any information, report, certification or accountants'
letter when and as required under Section 11.04 or 11.05, including
any failure by the Servicer to identify pursuant to Section 11.06(b)
any Subcontractor "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, shall constitute an Event of
Default with respect to the Servicer under this Agreement, and shall
entitle the Securities Administrator, the Master Servicer or the
Depositor, as applicable, in its sole discretion to terminate the
rights and obligations of the Servicer as servicer under this
Agreement without payment (notwithstanding anything in this Agreement
to the contrary) of any compensation to the Servicer; provided that to
the extent that any provision of this Agreement expressly provides for
the survival of certain rights or obligations following termination of
the Servicer as servicer, such provision shall be given effect;
(vii) any failure by the Servicer to duly perform, within the required
time period, its obligations under Sections 11.03, 11.04 and 11.05 of
this Agreement.
f. Amending Section 7.02 by:
(i) replacing "Trustee" with "Master Servicer" in all instances in
such Section;
(ii) inserting "when and" immediately after "Trustee shall," in the
first sentence of the first paragraph of such Section;
(iii) deleting "the appointment of which does not adversely affect the
then current rating of the Certificates by each Rating Agency" in the
third sentence of the first paragraph of such Section; and
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(iv) deleting "Depositor and the" and "; and provided further that
each Rating Agency acknowledges that its rating of the certificates in
effect immediately prior to such assignment and delegation will not be
qualified or reduced as a result of such assignment and delegation"
from the fourth sentence of the first paragraph of such Section.
7. Article X (Miscellaneous Provisions) is hereby amended as follows.
a. Section 10.01 is hereby replaced in its entirety with the following:
10.01 Amendment
This Agreement may be amended from time to time by the Depositor,
the Servicer and the Master Servicer by written agreement.
b. Amending Section 10.07 by replacing "Trustee" with "Master Servicer"
in the first sentence of such Section.
c. Amending Section 10.09 by (i) replacing "Trustee" with "Master
Servicer" in each instance in the first sentence of such Section and
(ii) replacing "or the Trustee" with "or the "Master Servicer" and
replacing "of the Trustee" with "of the Securities Administrator" in
the second sentence of such Section.
8. A new article is added immediately following Section 10.11 to read as
indicated in Exhibit D attached hereto.
9. Exhibits A, D, X-0, X-0, X, X, X, X, X, X-0, X-0, X-0, X-0, X-0, X-0, P, R,
S and T and Schedules X, Y and Z shall be inapplicable to the Servicing
Agreement.
10. Exhibit I is hereby replaced in its entirety with Exhibit I attached
hereto.
11. Exhibit L is hereby replaced in its entirety with Exhibit L attached
hereto.
12. Exhibit M-1 is hereby replaced in its entirety with Exhibit M-1 attached
hereto.
13. Exhibit M-2 is hereby replaced in its entirety with Exhibit M-2 attached
hereto.
14. Exhibit M-3 is hereby added as Exhibit M-3 attached hereto.
15. Exhibit Q is hereby replaced in its entirety with Exhibit Q attached
hereto.
C-11
EXHIBIT D
ARTICLE XI.
COMPLIANCE WITH REGULATION AB
Section 11.01. Intent of the Parties; Reasonableness.
The Master Servicer and the Servicer acknowledge and agree that the purpose
of Article 11 of this Agreement is to facilitate compliance by the Master
Servicer and the Depositor with the provisions of Regulation AB and related
rules and regulations of the Commission. Neither the Master Servicer nor the
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. The Servicer 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 requests made by the Master
Servicer or the Depositor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. The
Servicer shall cooperate reasonably with the Master Servicer to deliver to the
Securities Administrator, the Master Servicer (including any of its assignees or
designees) and the Depositor, any and all statements, reports, certifications,
records and any other information necessary to permit the Securities
Administrator, the Master Servicer or the Depositor to comply with the
provisions of Regulation AB, together with such disclosures relating to the
Servicer, any Subservicer, or the servicing of the Mortgage Loans, to be
necessary in order to effect such compliance.
Section 11.02. [Reserved].
Section 11.03. Information to Be Provided by the Servicer.
The Servicer shall, as promptly as practicable following notice to or
discovery by the Servicer, provide to the Master Servicer and the Depositor (in
writing and in form and substance reasonably satisfactory to the Master Servicer
and the Depositor) the information specified in paragraph (a) of this Section.
(a) For the purpose of satisfying the reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the Servicer
shall (or shall cause each Subservicer to) (i) provide prompt notice to the
Master Servicer and the Depositor in writing of (A) any material litigation or
governmental proceedings involving the Servicer or any Subservicer, (B) any
affiliations or relationships as set forth in Items 1119(b) and (c) of
Regulation AB that develop following the Closing Date between the Servicer, any
Subservicer or and any of the parties specified in Item 1119 of Regulation AB,
(C) any Event of Default under
D-1
the terms of this Agreement, (D) any merger, consolidation or sale of
substantially all of the assets of the Servicer, and (E) the Servicer's entry
into an agreement with a Subservicer to perform or assist in the performance of
any of the Servicer's obligations under this Agreement and (ii) provide to the
Master Servicer and the Depositor a description of such proceedings,
affiliations or relationships, as set forth in Sections 1119(b) and (c) of
Regulation AB.
(b) As a condition to the succession to the Servicer or any Subservicer as
servicer or subservicer under this Agreement by any Person (i) into which the
Servicer or such Subservicer may be merged or consolidated, or (ii) which may be
appointed as a successor to the Servicer or any Subservicer, the Servicer shall
provide to the Master Servicer and the Depositor, at least 15 calendar days
prior to the effective date of such succession or appointment, (x) written
notice to the Master Servicer and the Depositor of such succession or
appointment and (y) in writing and in form and substance reasonably satisfactory
to the Master Servicer and the Depositor, all information reasonably requested
by the Master Servicer or the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed
securities.
(c) In addition to such information as the Servicer, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, not later
than ten days prior to the deadline for the filing of any distribution report on
Form 10-D in respect of the securitization transaction, the Servicer or such
Subservicer, as applicable, shall, to the extent the Servicer or such
Subservicer has knowledge, provide to the party responsible for filing such
report (including, if applicable, the Master Servicer) notice of the occurrence
of any of the following events that have not already been disclosed to such
party through the Servicer's prior notice or regular servicing data along with
all information, data, and materials related thereto as may be required to be
included in the related distribution report on Form 10-D (as specified in the
provisions of Regulation AB referenced below):
(i) any material modifications, extensions or waivers of pool
asset terms, fees, penalties or payments during the distribution
period or that have cumulatively become material over time (Item
1121(a)(11) of Regulation AB); and
(ii) material breaches of pool asset representations or
warranties or transaction covenants (Item 1121(a)(12) of Regulation
AB).
(d) The Servicer shall provide to the Master Servicer and the Depositor,
evidence of the authorization of the person signing any certification or
statement, copies or other evidence of Fidelity Bond Insurance and Errors and
Omission Insurance policy, financial information and reports as required
pursuant to the Servicing Agreement, and, upon reasonable request, such other
information related to the Servicer or any Subservicer or the Servicer or such
Subservicer's performance hereunder.
Section 11.04. Servicer Compliance Statement.
D-2
On or before March [15] of each calendar year, commencing in 2008, the
Servicer shall deliver to the Master Servicer and the Depositor a statement of
compliance addressed to the Master Servicer and the Depositor and signed by an
authorized officer of the Servicer, to the effect that (i) a review of the
Servicer's activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under this 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 Servicer has fulfilled
all of its obligations under this 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 11.05. Report on Assessment of Compliance and Attestation.
(a) On or before March [15] of each calendar year, commencing in 2008, the
Servicer shall:
(i) deliver to the Master Servicer and the Depositor a report (in
form and substance reasonably satisfactory to the Master Servicer and
the Depositor) regarding the Servicer's assessment of compliance with
the Servicing Criteria during the immediately preceding calendar year,
as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122 of Regulation AB. Such report shall be addressed to the Master
Servicer and the Depositor and signed by an authorized officer of the
Servicer, and shall address each of the "Applicable Servicing
Criteria" specified on Exhibit Q hereto;
(ii) deliver to the Master Servicer and the Depositor a report of
a registered public accounting firm reasonably acceptable to the
Master Servicer and the Depositor that attests to, and reports on, the
assessment of compliance made by the Servicer and delivered pursuant
to the preceding paragraph. Such attestation shall be in accordance
with Rules 1 02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act;
(iii) cause each Subservicer, and each Subcontractor determined
by the Servicer pursuant to Section 11.06(b) to be "participating in
the servicing function" within the meaning of Item 1122 of Regulation
AB, if any, and deliver to the Master Servicer and the Depositor an
assessment of compliance and accountants' attestation as and when
provided in paragraphs (a) and (b) of this Section; and
(iv) deliver, and cause each Subservicer and Subcontractor
described in clause (iii), if any, to provide, to the Depositor, the
Master Servicer and any other Person that will be responsible for
signing the certification (a "Sarbanes Certification") required by
Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to
Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an
asset-backed issuer with respect to the securitization transaction a
certification,
D-3
signed by the appropriate officer of the Servicer, in the form
attached hereto as Exhibit L.
The Servicer acknowledges that the parties identified in clause (a)(iv) above
may rely on the certification provided by the Servicer pursuant to such clause
in signing a Sarbanes Certification and filing such with the Commission.
(b) Each assessment of compliance provided by a Subservicer pursuant to
Section 11.05(a)(i) shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit Q hereto delivered to the
Master Servicer 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 11.05(a)(iii) need not address any elements of the Servicing
Criteria other than those specified by the Servicer pursuant to Section 11.06.
Section 11.06. Use of Subservicers and Subcontractors.
The Servicer shall not hire or otherwise utilize the services of any
Subservicer to fulfill any of the obligations of the Servicer as servicer under
this Agreement unless the Servicer complies with the provisions of paragraph (a)
of this Section. The Servicer 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 Servicer as servicer under this Agreement unless the Servicer complies with
the provisions of paragraph (b) of this Section.
(a) It shall not be necessary for the Servicer to seek the consent of the
Securities Administrator, the Master Servicer or the Depositor to the
utilization of any Subservicer. The Servicer shall cause any Subservicer used by
the Servicer (or by any Subservicer) for the benefit of the Master Servicer and
the Depositor to comply with the provisions of this Section and with Sections
11.03(b), (c) and (d), 11.04, 11.05 and 11.07 of this Agreement to the same
extent as if such Subservicer were the Servicer, and to provide the information
required with respect to such Subservicer under Section 11.03(d) of this
Agreement. The Servicer shall be responsible for obtaining from each Subservicer
and delivering to the Master Servicer and the Depositor any servicer compliance
statement required to be delivered by such Subservicer under Section 11.04, any
assessment of compliance and attestation required to be delivered by such
Subservicer under Section 11.05 and any certification required to be delivered
to the Person that will be responsible for signing the Sarbanes Certification
under Section 11.05 as and when required to be delivered.
(b) It shall not be necessary for the Servicer to seek the consent of the
Securities Administrator, the Master Servicer or the Depositor to the
utilization of any Subcontractor. The Servicer shall promptly upon request
provide to the Master Servicer and the Depositor (or any designee of the
Depositor, such as an administrator) a written description (in form and
substance satisfactory to the Depositor and the Master Servicer) of the role and
function of each Subcontractor utilized by the Servicer or any Subservicer,
specifying (i) the identity of each such Subcontractor, (ii) which (if any) of
such Subcontractors are "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, and (iii) which elements of the
Servicing Criteria will be (x) addressed in assessments of compliance provided
by each Subcontractor identified pursuant to clause (ii) of this paragraph or
(y) provided by the Servicer in accordance with Regulation AB telephone
interpretation 17.06.
As a condition to the utilization of any Subcontractor determined by the
Servicer to be "participating in the servicing function" within the meaning of
Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used
by the Servicer (or by any Subservicer) for the benefit of the Master Servicer
and the Depositor to comply with the provisions of Sections 11.05
D-4
and 11.07 of this Agreement to the same extent as if such Subcontractor were the
Servicer for those criteria in Exhibit Q for which the Subcontractor is
responsible. The Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Master Servicer and the Depositor any
assessment of compliance and attestation and the other certifications required
to be delivered by such Subcontractor under Section 11.05, in each case as and
when required to be delivered.
Section 11.07. Indemnification; Remedies.
The Servicer shall indemnify the Master Servicer, each affiliate of the
Master Servicer, the Sponsor and the Issuing Entity; each Person (including, but
not limited to, the 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 the 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 11 by or on behalf of the Servicer, or provided under this
Article 11 by or on behalf of any Subservicer or Subcontractor
(collectively, the "Servicer Information"), or (B) the omission or
alleged omission to state in the Servicer Information a material fact
required to be stated in the Servicer Information or necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, by
way of clarification, that clause (B) of this paragraph shall be
construed solely by reference to the Servicer Information and not to
any other information communicated in connection with a sale or
purchase of securities, without regard to whether the Servicer
Information or any portion thereof is presented together with or
separately from such other information;
(ii) any breach by the Servicer of its obligations under this
Article 11, including particularly any failure by the Servicer, any
Subservicer or any Subcontractor to deliver any information, report,
certification, accountants' letter or other material when and as
required under this Article 11, including any failure by the Servicer
to identify pursuant to Section 11.06(b) any Subcontractor
"participating in the servicing function" within the meaning of Item
1122 of Regulation AB; or
D-5
(iii) the negligence bad faith or willful misconduct of the
Servicer in connection with its performance under this Article 11.
If the indemnification provided for herein is unavailable or insufficient
to hold harmless an Indemnified Party, then the Servicer 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 Servicer on the other.
In the case of any failure of performance described in clause (a)(ii) of
this Section, the Servicer shall promptly reimburse the Master Servicer and the
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 the 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 Servicer,
any Subservicer or any Subcontractor.
This indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.
Section 11.08. Third Party Beneficiary.
For purposes of this Article 11 and any related provisions thereto, the
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.
D-6
EXHIBIT I
REQUEST FOR RELEASE OF DOCUMENTS
To: Xxxxx Fargo Bank, N.A.
0000 00xx Xxxxxx X.X.
Xxxxxxxxxxx Xxxxxxxxx 00000
Attn: ______________________
Re: Custodial Agreement, dated as of February 9, 2007 among HSBC Bank USA,
National Association, Xxxxxxx Xxxxx Mortgage Investors, Inc. and Xxxxx
Fargo Bank, N.A.
In connection with the administration of the Mortgage Loans held by you as
Custodian for the Owner pursuant to the above-captioned Custodial Agreement, we
request the release, and hereby acknowledge receipt, of the Custodian's Mortgage
File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:____________
Mortgagor Name, Address & Zip Code:________________________________________
Reason for Requesting Documents (check one):_______________________________
[ ] 1. Mortgage Paid in full
[ ] 2. Foreclosure
[ ] 3. Substitution
[ ] 4. Other Liquidation (Repurchases, etc.)
[ ] 5. Nonliquidation Reason:_________________________________
By:
------------------------------------
(authorized signer)
Issuer:
--------------------------------
Address:
-------------------------------
Date:
----------------------------------
I-1
Custodian
Xxxxx Fargo Bank, N.A.
Please acknowledge the execution of the above request by your signature and
date below:
Please acknowledge the execution of the above request by your signature and
date below:
------------------------------------- ----------------------------------------
Signature Date
Documents returned to Custodian:
------------------------------------- ----------------------------------------
Custodian Date
I-2
EXHIBIT L
FORM OF ANNUAL CERTIFICATION
Re: The [__] agreement dated as of [__], 200[_] (the "Agreement"),
among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME
OF COMPANY] (the "Company"), certify to [the Purchaser], [the Depositor], and
the [Master Servicer] [Securities Administrator] [Trustee], and their officers,
with the knowledge and intent that they will rely upon this certification, that:
(1) I have reviewed, or persons under my supervision have reviewed,
the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the "Compliance Statement"), the report on
assessment of the Company's compliance with the servicing criteria set
forth in Item 1122(d) of 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"), the registered public accounting firm's
attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the
"Attestation Report"), and all servicing reports, officer's certificates
and other information relating to the servicing of the Mortgage Loans by
the Company during 200[ ] that were delivered by the Company to the
[Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant
to the Agreement (collectively, the "Company Servicing Information");
(2) Based on my knowledge, the Company Servicing 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 with respect to the period of time covered by the Company
Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information
required to be provided by the Company under the Agreement has been
provided to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee];
(4) I am responsible for reviewing the activities performed by the
Company 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 Servicing Assessment
or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
(5) The Compliance Statement required to be delivered by the Company
pursuant to this Agreement, and the Servicing Assessment and Attestation
Report
L-1
required to be provided by the Company and by any Subservicer and
Subcontractor pursuant to the Agreement, have been provided to the
[Depositor] [Master Servicer]. Any material instances of noncompliance
described in such reports have been disclosed to the [Depositor] [Master
Servicer]. Any material instance of noncompliance with the Servicing
Criteria has been disclosed in such reports.
Date:
----------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
X-0
XXXXXXX X-0
STANDARD FILE LAYOUT - MASTER SERVICING
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT MAX SIZE
----------- ----------- ------- -------------- --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a group Text up to 10 digits 20
of loans.
LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10
investor.
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the LOAN_NBR.
BORROWER_NAME The borrower name as received in the file. It is Maximum length of 30 (Last, First) 30
not separated by first and last name.
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest 2 No commas(,) or dollar signs ($) 11
payment that a borrower is expected to pay, P&I
constant.
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6
NET_INT_RATE The loan gross interest rate less the service fee 4 Max length of 6 6
rate as reported by the Servicer.
SERV_FEE_RATE The servicer's fee rate for a loan as reported by 4 Max length of 6 6
the Servicer.
SERV_FEE_AMT The servicer's fee amount for a loan as reported 2 No commas(,) or dollar signs ($) 11
by the Servicer.
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or dollar signs ($) 11
Servicer.
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6
forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or dollar signs ($) 11
beginning of the processing cycle.
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end 2 No commas(,) or dollar signs ($) 11
of the processing cycle.
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY 10
borrower's next payment is due to the Servicer, as
reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
M-1-1
CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
PIF_AMT The loan "paid in full" amount as reported by the 2 No commas(,) or dollar signs ($) 11
Servicer.
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
ACTION_CODE The standard FNMA numeric code used to indicate Action Code Key: 15=Bankruptcy, 2
the default/delinquent status of a particular loan. 30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
INT_ADJ_AMT The amount of the interest adjustment as reported 2 No commas(,) or dollar signs ($) 11
by the Servicer.
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs ($) 11
applicable.
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar signs ($) 11
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No commas(,) or dollar signs ($) 11
applicable.
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at 2 No commas(,) or dollar signs ($) 11
the beginning of the cycle date to be passed
through to investors.
SCHED_END_PRIN_BAL The scheduled principal balance due to investors 2 No commas(,) or dollar signs ($) 11
at the end of a processing cycle.
SCHED_PRIN_AMT The scheduled principal amount as reported by the 2 No commas(,) or dollar signs ($) 11
Servicer for the current cycle -- only applicable
for Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs ($) 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
M-1-2
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs ($) 11
Servicer for the current reporting cycle -- only
applicable for Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount less the service 2 No commas(,) or dollar signs ($) 11
fee amount for the current reporting cycle as
reported by the Servicer -- only applicable for
Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs ($) 11
prepays on his loan as reported by the Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan waived 2 No commas(,) or dollar signs ($) 11
by the servicer.
MOD_DATE The Effective Payment Date of the Modification for MM/DD/YYYY 10
the loan.
MOD_TYPE The Modification Type. Varchar - value can be alpha or 30
numeric
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or dollar signs ($) 11
advances made by Servicer.
X-0-0
XXXXXXX X-0
STANDARD FILE LAYOUT - DELINQUENCY REPORTING
* The column/header names in BOLD are the minimum fields Xxxxx Fargo must
receive from every Servicer
COLUMN/HEADER NAME DESCRIPTION DECIMAL FORMAT COMMENT
------------------ ----------- ------- --------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This
may be different than the LOAN_NBR
LOAN_NBR A unique identifier assigned to each loan by the originator.
CLIENT_NBR Servicer Client Number
SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer
to identify a group of loans in their system.
BORROWER_FIRST_NAME First Name of the Borrower.
BORROWER_LAST_NAME Last name of the borrower.
PROP_ADDRESS Street Name and Number of Property
PROP_STATE The state where the property located.
PROP_ZIP Zip code where the property is located.
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the MM/DD/YYYY
servicer at the end of processing cycle, as reported by
Servicer.
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy
filing.
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved MM/DD/YYYY
by the courts
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was
Granted.
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with MM/DD/YYYY
instructions to 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 MM/DD/YYYY
Action
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,) or
dollar signs ($)
EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property MM/DD/YYYY
from the borrower.
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or
dollar signs ($)
M-2-1
LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or
dollar signs ($)
OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is occupied.
PROP_CONDITION_CODE A code that indicates the condition of the property.
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
CURR_PROP_VAL The current "as is" value of the property based on brokers 2
price opinion or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth if repairs are 2
completed pursuant to a broker's price opinion or appraisal.
IF APPLICABLE:
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a borrower to stop paying on
a loan. Code indicates the reason why the loan is in
default for this cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY
Insurance Company.
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or
dollar signs ($)
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or
dollar signs ($)
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or
dollar signs ($)
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool MM/DD/YYYY
Insurer
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or
dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,) or
dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,) or
dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,) or
dollar signs ($)
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or
dollar signs ($)
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or
dollar signs ($)
M-2-2
MOTION_FOR_RELIEF_DATE The date the Motion for Relief was filed 10 MM/DD/YYYY
FRCLSR_BID_AMT The foreclosure sale bid amount 11 No commas(,) or
dollar signs ($)
FRCLSR_SALE_TYPE The foreclosure sales results: REO, Third Party, Conveyance
to HUD/VA
REO_PROCEEDS The net proceeds from the sale of the REO property. No commas(,) or
dollar signs ($)
BPO_DATE The date the BPO was done.
CURRENT_FICO The current FICO score
HAZARD_CLAIM_FILED_DATE The date the Hazard Claim was filed with the Hazard 10 MM/DD/YYYY
Insurance Company.
HAZARD_CLAIM_AMT The amount of the Hazard Insurance Claim filed. 11 No commas(,) or
dollar signs ($)
HAZARD_CLAIM_PAID_DATE The date the Hazard Insurance Company disbursed the claim 10 MM/DD/YYYY
payment.
HAZARD_CLAIM_PAID_AMT The amount the Hazard Insurance Company paid on the claim. 11 No commas(,) or
dollar signs ($)
ACTION_CODE Indicates loan status Number
NOD_DATE MM/DD/YYYY
NOI_DATE MM/DD/YYYY
ACTUAL_PAYMENT_PLAN_START_DATE MM/DD/YYYY
ACTUAL_PAYMENT_ PLAN_END_DATE
ACTUAL_REO_START_DATE MM/DD/YYYY
REO_SALES_PRICE Number
REALIZED_LOSS/GAIN As defined in the Servicing Agreement Number
STANDARD FILE CODES - DELINQUENCY REPORTING
The LOSS MIT TYPE field should show the approved Loss Mitigation Code as
follows:
- ASUM- Approved Assumption
- BAP- Borrower Assistance Program
- CO- Charge Off
- DIL- Deed-in-Lieu
- FFA- Formal Forbearance Agreement
- MOD- Loan Modification
- PRE- Pre-Sale
- SS- Short Sale
- MISC- Anything else approved by the PMI or Pool Insurer
M-2-3
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The OCCUPANT CODE field should show the current status of the property code as
follows:
- Mortgagor
- Tenant
- Unknown
- Vacant
The PROPERTY CONDITION field should show the last reported condition of the
property as follows:
- Damaged
- Excellent
- Fair
- Gone
- Good
- Poor
- Special Hazard
- Unknown
The FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as
follows:
DELINQUENCY
CODE DELINQUENCY DESCRIPTION
----------- -----------------------
001 FNMA-Death of principal mortgagor
002 FNMA-Illness of principal mortgagor
003 FNMA-Illness of mortgagor's family member
004 FNMA-Death of mortgagor's family member
005 FNMA-Marital difficulties
006 FNMA-Curtailment of income
007 FNMA-Excessive Obligation
008 FNMA-Abandonment of property
009 FNMA-Distant employee transfer
011 FNMA-Property problem
012 FNMA-Inability to sell property
013 FNMA-Inability to rent property
014 FNMA-Military Service
015 FNMA-Other
016 FNMA-Unemployment
017 FNMA-Business failure
019 FNMA-Casualty loss
022 FNMA-Energy environment costs
M-2-4
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
M-2-5
STANDARD FILE CODES - DELINQUENCY REPORTING
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
X-0-0
XXXXXXX X-0
CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET
NOTE: DO NOT NET OR COMBINE ITEMS. SHOW ALL EXPENSES INDIVIDUALLY AND ALL
CREDITS AS SEPARATE LINE ITEMS. CLAIM PACKAGES ARE DUE ON THE REMITTANCE REPORT
DATE. LATE SUBMISSIONS MAY RESULT IN CLAIMS NOT BEING PASSED UNTIL THE FOLLOWING
MONTH. THE SERVICER IS RESPONSIBLE TO REMIT ALL FUNDS PENDING LOSS APPROVAL AND
/OR RESOLUTION OF ANY DISPUTED ITEMS.
The numbers on the 332 form correspond with the numbers listed below.
LIQUIDATION AND ACQUISITION EXPENSES:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is
required.
2. The Total Interest Due less the aggregate amount of servicing fee that
would have been earned if all delinquent payments had been made as agreed.
For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is
required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage Loan as calculated on a monthly basis. For documentation, an
Amortization Schedule from date of default through liquidation breaking out
the net interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown
required showing period
of coverage, base tax, interest, penalty. Advances prior to default
require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all
payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's
approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
2. 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 ( ).
M-3-2
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)
M-3-3
(18) Primary Mortgage Insurance / Gov't Insurance _______________ (18a)
HUD Part A
_______________ (18b)
HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_____________________________________ ________________ (21)
TOTAL CREDITS $_______________ (22)
TOTAL REALIZED LOSS (OR AMOUNT OF GAIN) $_______________ (23)
M-3-4
ESCROW DISBURSEMENT DETAIL
TYPE DATE PERIOD OF TOTAL BASE
(TAX /INS.) PAID COVERAGE PAID AMOUNT PENALTIES INTEREST
----------- ---- --------- ----- ------ --------- --------
M-3-5
EXHIBIT Q
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of
Subservicer] shall address, at a minimum, the criteria identified as below as
"Applicable Servicing Criteria":
SERVICING CRITERIA
APPLICABLE
SERVICING
REFERENCE CRITERIA CRITERIA
--------- ------------------------------------------------------------- ----------
GENERAL SERVICING CONSIDERATIONS
1122(d)(1)(i) Policies and procedures are instituted to monitor any X
performance or other triggers and events of default in
accordance with the transaction agreements.
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor
the third party's performance and compliance with such
servicing activities.
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect X
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of the
transaction agreements.
CASH COLLECTION AND ADMINISTRATION
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other
number of days specified in the transaction agreements.
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor X
or to an investor are made only by authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash X
flows or distributions, and any interest or other fees
charged for such advances, are made, reviewed and approved as
specified in the transaction agreements.
1122(d)(2)(iv) The related accounts for the transaction, such as cash X
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the
transaction agreements.
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
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 foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
Q-1
SERVICING CRITERIA
APPLICABLE
SERVICING
REFERENCE CRITERIA CRITERIA
--------- ------------------------------------------------------------- ----------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
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 specified in the transaction
agreements; (C) reviewed and approved by someone other than
the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items
are resolved within 90 calendar days of their original
identification, or such other number of days specified in the
transaction agreements.
INVESTOR REMITTANCES AND REPORTING
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance
with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance
with the terms specified in the transaction agreements; (C)
are filed with the Commission as required by its rules and
regulations; and (D) agree with investors' or the trustee's
records as to the total unpaid principal balance and number
of mortgage loans serviced by the Servicer.
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in X
accordance with timeframes, distribution priority and other
terms set forth in the transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are posted within two [X]
business days to the Servicer's investor records, or such
other number of days specified in the transaction agreements.
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree X
with cancelled checks, or other form of payment, or custodial
bank statements.
POOL ASSET ADMINISTRATION
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as X
required by the transaction agreements or related mortgage
loan documents.
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as X
required by the transaction agreements.
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool X
are made, reviewed and approved in accordance with any
conditions or requirements in the transaction agreements.
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are
posted to the Servicer's obligor records maintained no more
than two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated
to principal, interest or other items (e.g., escrow) in
accordance with the related
Q-2
SERVICING CRITERIA
APPLICABLE
SERVICING
REFERENCE CRITERIA CRITERIA
--------- ------------------------------------------------------------- ----------
mortgage loan documents.
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree X
with the Servicer's records with respect to an obligor's
unpaid principal balance.
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are
made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related pool
asset documents.
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted
and concluded in accordance with the timeframes or other
requirements established by the transaction agreements.
1122(d)(4)(viii) Records documenting collection efforts are maintained during X
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 mortgage loans including, for
example, phone calls, letters and payment rescheduling plans
in cases where delinquency is deemed temporary (e.g., illness
or unemployment).
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage X
loans with variable rates are computed based on the related
mortgage loan documents.
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as X
escrow accounts): (A) such funds are analyzed, in accordance
with the obligor's mortgage loan documents, on at least an
annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds
are returned to the obligor within 30 calendar days of full
repayment of the related mortgage loans, or such other number
of days specified in the transaction agreements.
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or X
insurance payments) are made on or before the related penalty
or expiration dates, as indicated on the appropriate bills or
notices for such payments, provided that such support has
been received by the servicer at least 30 calendar days prior
to these dates, or such other number of days specified in the
transaction agreements.
1122(d)(4)(xii) Any late payment penalties in connection with any payment to X
be made on behalf of an obligor are paid from the servicer's
funds and not charged to the obligor, unless the late payment
was due to the obligor's error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within X
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
1122(d)(4)(xv) Any external enhancement or other support, identified in Item
1114(a)(1)
Q-3
SERVICING CRITERIA
APPLICABLE
SERVICING
REFERENCE CRITERIA CRITERIA
--------- ------------------------------------------------------------- ----------
through (3) or Item 1115 of Regulation AB, is maintained as
set forth in the transaction agreements.
Q-4
