Exhibit 99.15(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of February 1, 2006, is entered into among Xxxxxx
Xxxxxxx Capital I Inc., a Delaware corporation (the "Depositor"), Xxxxxx
Xxxxxxx Mortgage Capital Inc. ("MSMCI"), Wachovia Mortgage Corporation as
seller ("Wachovia" and, in such capacity, the "Seller") and servicer (in such
capacity, the "Servicer"), and acknowledged by LaSalle Bank National
Association, as trustee (the "Trustee") of Xxxxxx Xxxxxxx Mortgage Loan Trust
2006-3AR (the "Trust"), and Xxxxx Fargo Bank, National Association, as master
servicer (or any successor master servicer, the "Master Servicer").
RECITALS
WHEREAS MSMCI, the Seller and the Servicer have entered into a certain
Seller's Purchase, Warranties and Servicing Agreement, dated as of September
1, 2004 (the "Initial Agreement"), as supplemented by the Regulation AB
Compliance Addendum (the "Reg AB Addendum"), dated as of November 22, 2005,
(as further amended or modified to the date hereof, the "Agreement"), pursuant
to which MSMCI has acquired certain Mortgage Loans pursuant to the terms of
the Agreement and the Servicer has agreed to service such Mortgage Loans;
WHEREAS the Depositor has agreed, on the terms and conditions contained
herein, to purchase from MSMCI certain of the Mortgage Loans (the "Specified
Mortgage Loans") which are subject to the provisions of the Agreement and are
listed on the mortgage loan schedule attached as Exhibit I hereto (the
"Specified Mortgage Loan Schedule"); and
WHEREAS the Trustee, on behalf of the Trust, has agreed, on the terms
and conditions contained herein, to purchase from the Depositor the Specified
Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the parties agree as follows:
1. Assignment and Assumption
-------------------------
(a) On and as of the date hereof, MSMCI hereby sells, assigns and
transfers to the Depositor all of its right, title and interest in the
Specified Mortgage Loans and all rights and obligations related thereto as
provided under the Agreement to the extent relating to the Specified Mortgage
Loans, the Depositor hereby accepts such assignment from MSMCI (the "First
Assignment and Assumption"), and the Seller hereby acknowledges the First
Assignment and Assumption.
MSMCI specifically reserves and does not assign to the Depositor
hereunder any and all right, title and interest in, to and under and all
obligations of MSMCI with respect to any Mortgage Loans subject to the
Agreement which are not the Specified Mortgage Loans.
(b) On and as of the date hereof, immediately after giving effect to the
First Assignment and Assumption, the Depositor hereby sells, assigns and
transfers to the Trustee, on behalf of the Trust, all of its right, title and
interest in the Specified Mortgage Loans and all rights and obligations
related thereto as provided under the Agreement to the extent relating to the
Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby
accepts such assignment from the Depositor (the "Second Assignment and
Assumption"), and the Seller hereby acknowledges the Second Assignment and
Assumption.
(c) On and as of the date hereof, MSMCI represents and warrants to the
Depositor and the Trustee that MSMCI has not taken any action that would serve
to impair or encumber the respective ownership interests of the Depositor and
the Trustee in the Specified Mortgage Loans since the date of MSMCI's
acquisition of the Specified Mortgage Loans.
2. Recognition of Trustee
----------------------
(a) From and after the date hereof, both MSMCI and the Seller shall note
the transfer of the Specified Mortgage Loans to the Trustee, in their
respective books and records and shall recognize the Trustee, on behalf of the
Trust, as of the date hereof, as the owner of the Specified Mortgage Loans,
and Servicer shall service the Specified Mortgage Loans for the benefit of the
Trust pursuant to the Agreement, as modified hereby, the terms of which are
incorporated herein by reference. It is the intention of the Seller, the
Servicer, the Depositor, the Trustee and MSMCI that this Assignment shall be
binding upon and inure to the benefit of the Depositor, the Trustee and MSMCI
and their respective successors and assigns.
(b) Without in any way limiting the foregoing, the parties confirm that
this Assignment includes the rights relating to amendments or waivers under
the Agreement. Accordingly, the right of MSMCI to consent to any amendment of
the Agreement and its rights concerning waivers as set forth in Sections 11.02
and 8.02 of the Agreement shall be exercisable, to the extent any such
amendment or waiver affects the Specified Mortgage Loans or any of the rights
under the Agreement with respect thereto (other than the servicing of the
Specified Mortgage Loans, which shall be enforced by the Master Servicer) by
the Trustee as assignee of MSMCI.
(c) It is expressly understood and agreed by the parties hereto that (i)
this Assignment is executed and delivered by LaSalle Bank National
Association, not individually or personally but solely on behalf of the Trust,
as the assignee, in the exercise of the powers and authority conferred and
vested in it, as Trustee, pursuant to the Pooling and Servicing Agreement
dated as of the date hereof among the Depositor, the Master Servicer, Xxxxx
Fargo Bank, National Association, as securities administrator (the "Securities
Administrator") and the Trustee (the "Pooling and Servicing Agreement"), (ii)
each of the representations, undertakings and agreements herein made on the
part of assignee is made and intended not as personal representations,
undertakings and agreements by LaSalle Bank National Association but is made
and intended for the purpose of binding only the Trust , (iii) nothing herein
contained shall be construed as creating any liability for LaSalle Bank
National Association, individually or personally, to perform any covenant
(either express or implied) contained herein and (iv) under no circumstances
shall LaSalle Bank National Association be personally liable for the payment
of any indebtedness or expenses of the Trust, or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under this Assignment and (v) all recourse for any
payment liability or other obligation of the assignee shall be had solely to
the assets of the Trust.
3. Representations and Warranties
------------------------------
(a) The Depositor represents and warrants that it is a sophisticated
investor able to evaluate the risks and merits of the transactions
contemplated hereby, and that it has not relied in connection therewith upon
any statements or representations of the Seller or MSMCI other than those
contained in the Agreement or this Assignment.
(b) Each of the parties hereto represents and warrants that it is duly
and legally authorized to enter into this Assignment.
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(c) Each of the Depositor, MSMCI, Seller and Servicer hereto represents
and warrants that this Assignment has been duly authorized, executed and
delivered by it and (assuming due authorization, execution and delivery
thereof by each of the other parties hereto) constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general equitable principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
(d) The Seller hereby makes, as of the Closing Date (as defined in the
Pooling and Servicing Agreement referred to below), the representations and
warranties set forth in Section 3.01 of the Agreement, to and for the benefit
of the Depositor, the Trustee and the Trust, and by this reference
incorporates such representations and warranties herein, as of such Closing
Date.
4. The Servicer hereby acknowledges that Xxxxx Fargo Bank, National
Association has been appointed as the Master Servicer of the Specified
Mortgage Loans pursuant to the Pooling and Servicing Agreement and, therefore,
has the right to enforce all obligations of the Servicer under the Agreement.
Such rights will include, without limitation, the right to terminate the
Servicer under the Agreement upon the occurrence of an event of default
thereunder, the right to receive all remittances required to be made by the
Servicer under the Agreement, the right to receive all monthly reports and
other data required to be delivered by the Servicer under the Agreement, the
right to examine the books and records of the Servicer, indemnification rights
and the right to exercise certain rights of consent and approval of MSMCI. The
Servicer shall make all distributions under the Agreement to the Master
Servicer by wire transfer of immediately available funds to:
Xxxxx Fargo Bank, National Association
ABA Number: 000-000-000
Account Name: Corporate Trust Clearing
Account number: 0000000000
For further credit to: 50896100, MSM 2006-3AR
The Servicer shall deliver all reports required to be delivered under
the Agreement to the Master Servicer at the following address:
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager, MSM 2006-3AR
Telecopier: (000) 000-0000
5. Amendments to the Initial Agreement
-----------------------------------
The parties to this Assignment hereby agree to amend the Initial
Agreement as follows:
(a) With respect to the Specified Mortgage Loans, "Permitted
Investments" shall mean at any time, any one or more of the
following obligations and securities:
(i) obligations of the United States or any agency thereof,
provided that such obligations are backed by the full faith
and credit of the United States;
(ii) general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia
receiving the highest long-term debt rating of
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each Rating Agency, or such lower rating as shall not result
in the downgrading or withdrawal of the ratings then
assigned to the Certificates by the Rating Agencies, as
evidenced by a signed writing delivered by each Rating
Agency;
(iii) commercial or finance company paper which is then
receiving the highest commercial or finance company paper
rating of each Rating Agency rating such paper, or such
lower rating as shall not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates
by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United
States or of any state thereof and subject to supervision
and examination by federal and/or state banking authorities,
provided that the commercial paper and/or long-term
unsecured debt obligations of such depository institution or
trust company (or in the case of the principal depository
institution in a holding company system, the commercial
paper or long-term unsecured debt obligations of such
holding company, but only if Xxxxx'x is not the applicable
Rating Agency) are then rated one of the two highest
long-term and the highest short-term ratings of each Rating
Agency for such securities, or such lower ratings as shall
not result in the downgrading or withdrawal of the ratings
then assigned to the Certificates by the Rating Agencies, as
evidenced by a signed writing delivered by each Rating
Agency;
(v) demand or time deposits or certificates of deposit
issued by any bank or trust company or savings institution
to the extent that such deposits are fully insured by the
FDIC;
(vi) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to the
Rating Agencies at the time of the issuance of such
agreements, as evidenced by a signed writing delivered by
each Rating Agency;
(vii) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case
entered into with a depository institution or trust company
(acting as principal) described in clause (iv) above;
(viii) securities (other than stripped bonds, stripped
coupons or instruments sold at a purchase price in excess of
115% of the face amount thereof) bearing interest or sold at
a discount issued by any corporation incorporated under the
laws of the United States or any state thereof which, at the
time of such investment, have one of the two highest ratings
of each Rating Agency (except if the Rating Agency is
Moody's, such rating shall be the highest commercial paper
rating of Moody's for any such series), or such lower rating
as shall not result in the downgrading or withdrawal of the
ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each
Rating Agency;
(ix) interests in any money market fund which at the date of
acquisition of the interests in such fund and throughout the
time such interests are held in such fund has the highest
applicable rating by each Rating Agency rating such fund or
such
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lower rating as shall not result in a change in the rating
then assigned to the Certificates by each Rating Agency, as
evidenced by a signed writing delivered by each Rating
Agency, including funds for which the Trustee, the Master
Servicer, the Securities Administrator or any of its
Affiliates is investment manager or adviser;
(x) short-term investment funds sponsored by any trust
company or national banking association incorporated under
the laws of the United States or any state thereof which on
the date of acquisition has been rated by each applicable
Rating Agency in their respective highest applicable rating
category or such lower rating as shall not result in a
change in the rating then specified stated maturity and
bearing interest or sold at a discount acceptable to each
Rating Agency as shall not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates
by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency; and
(xi) such other investments having a specified stated
maturity and bearing interest or sold at a discount
acceptable to the Rating Agencies as shall not result in the
downgrading or withdrawal of the ratings then assigned to
the Certificates by the Rating Agencies, as evidenced by a
signed writing delivered by each Rating Agency;
provided, that no such instrument shall be a Permitted
Investment if (i) such instrument evidences the right to
receive interest only payments with respect to the
obligations underlying such instrument or (ii) such
instrument would require the Depositor to register as an
investment company under the Investment Company Act of 1940,
as amended.
(b) The definition of "Remittance Date" in Section 1.01 of the
Initial Agreement is hereby amended and restated in its entirety
as follows:
"Remittance Date: The 18th day of each month (or, if such 18th day is
not a Business Day, the following Business Day)."
(c) The definition of "Servicing Fee" in Section 1.01 of the
Initial Agreement is hereby amended and restated in its entirety
as follows:
"The Servicing Fee with respect to each Mortgage Loan for any calendar
month (or a portion thereof) shall be 1/12 of the product of (i) the Scheduled
Principal Balance of the Mortgage Loan and (ii) the Servicing Fee Rate
applicable to such Mortgage Loan. Such fee shall be payable monthly, computed
on the basis of the same principal amount and period respecting which any
related interest payment on a Mortgage Loan is computed."
(d) The definition of "Servicing Fee Rate" in Section 1.01 of the
Initial Agreement is hereby amended and restated in its entirety
as follows:
"Servicing Fee Rate": With respect to the adjustable rate Mortgage
Loans, 0.250% per annum."
(e) Subsection 3.02(d) of the Initial Agreement is hereby amended
and restated in its entirety as follows:
"As of the Closing Date, none of the Mortgage Loans are contractually
past due by more than 30 days;"
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(f) The following paragraphs are hereby incorporated into the
Initial Agreement at the end of Section 4.13:
"The Seller shall prepare for and deliver to the Purchaser, or its
designee, a statement with respect to each REO Property that has been rented
showing the aggregate rental income received and all expenses incurred in
connection with the maintenance of such REO Property at such times as is
necessary to enable the Purchaser, or its designee, to comply with the
reporting requirements of the REMIC Provisions. The net monthly rental income,
if any, from such REO Property shall be deposited in the Certificate Account
no later than the close of business on each Determination Date. The Seller
shall perform the tax reporting and withholding required by Sections 1445 and
6050J of the Code with respect to foreclosures and abandonments, the tax
reporting required by Section 6050H of the Code with respect to the receipt of
mortgage interest from individuals and any tax reporting required by Section
6050P of the Code with respect to the cancellation of indebtedness by certain
financial entities, by preparing such tax and information returns as may be
required, in the form required, and delivering the same to the Purchaser, or
its designee, for filing.
Notwithstanding any other provision of this Agreement, no Mortgaged
Property acquired by the Purchaser, or its designee, shall be rented (or
allowed to continue to be rented) or otherwise used for the production of
income by or on behalf of the Purchaser, or its designee, in such a manner or
pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of section 860G(a)(8) of
the Code or (ii) subject any REMIC to the imposition of any federal, state or
local income taxes on the income earned from such Mortgaged Property under
Section 860G(c) of the Code or otherwise, unless the Seller has agreed to
indemnify and hold harmless the Purchaser, or its designee, with respect to
the imposition of any such taxes."
(g) The second paragraph of Section 5.01 of the Initial Agreement
is hereby amended and restated in its entirety as follows:
"With respect to any remittance received by the Purchaser after the
Business Day on which such payment was due, the Seller shall pay to the
Purchaser interest on any such late payment at an annual rate equal to the
Prime Rate, adjusted as of the date of each change, plus two percentage
points, but in no event greater than the maximum amount permitted by
applicable law. Such interest shall be deposited in the Custodial Account by
the Seller on the date such late payment is made and shall cover the period
commencing with such Business Day on which such payment was due and ending
with the Business Day on which such payment is made, both inclusive. Such
interest shall be remitted along with the distribution payable on the next
succeeding Remittance Date. The payment by the Seller of any such interest
shall not be deemed an extension of time for payment or a waiver of any Event
of Default by the Seller."
(h) The first paragraph of Section 5.02 of the Initial Agreement
is hereby amended and restated in its entirety as follows:
"Not later than the 5th Business Day of each month (or if such 5th day
is not a Business Day, the Business Day next succeeding such 5th day), the
Seller shall furnish to the Master Servicer in electronic form mortgage loan
level data as mutually agreed upon by the Seller and the Master Servicer and
the monthly reports substantially in the form of Exhibit J attached hereto
with respect to the Mortgage Loans and the period from but including the first
day of the preceding calendar month through but excluding the first day of
such month."
(i) The first paragraph of Section 5.03 of the Initial Agreement
is hereby amended and restated in its entirety as follows:
"Not later than the close of business on the Business Day preceding each
Remittance Date, the Seller shall either (a) deposit in the Custodial Account
from its own funds an amount equal to the
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principal and interest portion of all Monthly Payments (with interest adjusted
to the Mortgage Loan Remittance Rate) which were due on the Mortgage Loans
during the applicable Due Period and which were delinquent at the close of
business on the immediately preceding Determination Date or which were
deferred pursuant to Section 4.01, (b) cause to be made an appropriate entry
in the records of the Custodial Account that amounts held for future
distribution have been, as permitted by this Section 5.03, used by the Seller
in discharge of any such Monthly Advance or (c) make Monthly Advances in the
form of any combination of (a) or (b) aggregating the total amount of Monthly
Advances to be made, whether or not deferred pursuant to Section 4.01, which
were due on a Mortgage Loan on the immediately preceding Due Date and
delinquent at the close of business on the related Determination Date."
(j) The word "or" is deleted from the end of Section 8.01(vii),
the word "or" is added at the end of Section 8.01(viii) and the
following paragraph is hereby incorporated into the Agreement as
new Section 10.01(ix):
"(ix) failure by the Seller to duly perform, within the required time
period, its obligations under Section 2.04 and Section 2.05 of the Reg AB
Addendum which failure continues unremedied for a period of fourteen (14) days
after the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Seller by any party to this
Agreement or by any master servicer responsible for master servicing the
Mortgage Loans pursuant to a securitization of such Mortgage Loans;"
(k) The following paragraph is hereby incorporated into the
Initial Agreement as new Section 11.19:
"Third Party Beneficiary. For purposes of this Agreement, including but
not limited to Section 2.04 and Section 2.05, respectively, of the Reg AB
Addendum, any Master Servicer shall be considered a third party beneficiary to
this Agreement (including the Reg AB Addendum and any other amendments or
modifications thereto) entitled to all the rights and benefits accruing to any
Master Servicer herein as if it were a direct party to this Agreement."
(l) Section 6.04 and Section 6.05 are hereby deleted from the
Initial Agreement, it being understood that they are superseded by
Section 2.04 and Section 2.05, respectively, of the Reg AB
Addendum.
(m) The second sentence in Section 8.01 of the Initial Agreement
is hereby replaced by the following:
"On or after the receipt by the Seller of such written notice of
termination, all authority and power of the Seller, as servicer, under this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass
to and be vested in the successor appointed pursuant to Section 11.01."
(n) Exhibit J to the Initial Agreement is hereby replaced in its
entirety with the Amended and Restated Exhibit J attached to this
Assignment as Exhibit II.
6. Amendments to the Reg AB Addendum
---------------------------------
(a) The following is added as new defined terms in Article I of the
Reg AB Addendum:
Indemnified Party: each Party described in the first sentence of Section
2.07(a) hereof.
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(b) The words "for a period" are hereby deleted from and the reference
to "Securitization Transfer" is revised to read "Securitization
Transaction" in each case in the second paragraph of Section
2.01(a) of the Reg AB Addendum.
(c) Section 2.03(d) of the Reg AB Addendum is hereby amended and
restated in its entirety as follows:
"For the purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the Company
shall (or shall cause each Subservicer and Third-Party Originator to) (i)
promptly notify the Purchaser and any Depositor in writing of (A) any
litigation or governmental proceedings pending against the Company, any
Subservicer or any Third-Party Originator that would be material to
securityholders, (B) any affiliations or relationships that develop following
the closing date of a Securitization Transaction between the Company, any
Subservicer or any Third-Party Originator and any of the parties specified in
clause (D) of paragraph (a) of this Section (and any other parties identified
in writing by the requesting party) with respect to such Securitization
Transaction, but only to the extent that such affiliations or relationships do
not include the Purchaser, Depositor or any of their respective affiliates as
a party, (C) any Event of Default under the terms of the Agreement or any
Reconstitution Agreement, and (D) any sale of substantially all of the assets
of the Company and (E) the Company's entry into an agreement with a
Subcontractor to perform or assist the Company with the performance of any of
the Company's obligations under the Agreement, and (ii) provide to the
Purchaser and any Depositor a description of such proceedings, affiliations or
relationships."
(d) Section 2.03(f) of the Reg AB Addendum is hereby amended and
restated in its entirety as follows:
"In addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of the Agreement, not later
than ten (10) days prior to the deadline for the filing of any distribution
report on Form 10-D in respect of any Securitization Transaction that includes
any of the Mortgage Loans serviced by the Company or any Subservicer, the
Company or such Subservicer, as applicable, shall, to the extent the Company
or such Subservicer has knowledge, provide to the party responsible for filing
such report (including, if applicable, the Master Servicer) notice of the
occurrence of any of the following events along with all information, data,
and materials related thereto as may be required to be included in the related
distribution report on Form 10-D (as specified in the provisions of Regulation
AB referenced below):
(i) any material modifications, extensions or waivers of pool asset
terms, fees, penalties or payments during the distribution period or
that have cumulatively become material over time (Item 1121(a)(11) of
Regulation AB);
(ii) material breaches of pool asset representations or warranties or
transaction covenants (Item 1121(a)(12) of Regulation AB); and
(iii) information regarding new asset-backed securities issuances
backed by the same pool assets, any pool asset changes (such as
additions, substitutions or repurchases), and any material changes in
origination, underwriting or other criteria for acquisition or selection
of pool assets (Item 1121(a)(14) of Regulation AB).
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(e) The following is inserted as Section 2.03(g) of the Reg AB
Addendum:
"The Company shall provide to the Purchaser, any Master Servicer and any
Depositor, evidence of the authorization of the person signing any
certification or statement, copies or other evidence of Fidelity Bond
Insurance and Errors and Omission Insurance policy, financial information and
reports, and such other information related to the Company or any Subservicer
or the Company or such Subservicer's performance hereunder."
(f) Section 2.04 and Section 2.05 of the Reg AB Addendum are each
revised to require that the delivery of the documents,
certifications and reports thereunder shall occur no later than
March 1 of each calendar year, commencing in March 2007.
(g) Section 2.05(a)(iv) of the Reg AB Addendum is hereby amended and
restated in its entirety as follows:
"deliver, and cause each Subservicer and Subcontractor described in
clause (iii) above 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
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 a Securitization Transaction a certification, signed by an appropriate
officer of the Company, in the form attached hereto as Exhibit A."
(h) The second sentence of Section 2.06(a) is amended to require the
Company to cause any Subservicer or Subcontractor to comply with
all of the following Sections of the Reg AB Addendum: Xxxxxxx
0.00, Xxxxxxx 0.00(x), (x), (x) and (g), Section 2.04, Section
2.05, Section 2.06(a) and Section 2.07.
(i) The last sentence of the second paragraph of Section 2.06(b) is
amended to require the Company to cause any Subservicer or
Subcontractor to provide any assessment of compliance and
attestation but also any other certifications required to
delivered under this Section 2.05.
(j) Section 2.07(a)(ii) of the Reg AB Addendum is hereby amended and
restated in its entirety as follows:
"(ii) any breach by the Company under this Article II, including
particularly 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 II, including any failure by the Company to
identify pursuant to Section 2.06(b) any Subcontractor "participating in
the servicing function" within the meaning of Item 1122 of Regulation
AB;"
(k) The word "or" is added at the end of Section 2.07(a)(iii) of the
Reg AB Addendum and the following is inserted to Section 2.07(a)
of the Reg AB Addendum:
"(iv) negligence, bad faith or willful misconduct of the Company in
connection with its performance under this Article II.
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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.
This indemnification shall survive the termination of this Agreement or
the termination of any party to this Agreement."
(l) The following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
2.07(b)(i) of the Reg AB Addendum:
"(and if the Company is servicing any of the Mortgage Loans in a
Securitization Transaction, appoint a successor servicer reasonably acceptable
to the Master Servicer for such Securitization Transaction)"
(m) Exhibit B to the Reg AB Addendum is hereby replaced by Exhibit A-1
hereto.
7. Continuing Effect
-----------------
Except as contemplated hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
8. Governing Law
-------------
This Assignment and the rights and obligations hereunder shall be
governed by and construed in accordance with the internal laws of the State of
New York.
9. Notices
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Any notices or other communications permitted or required under the
Agreement to be made to the Depositor, MSMCI, the Seller, the Servicer and the
Trustee shall be made in accordance with the terms of the Agreement and shall
be sent as follows:
In the case of MSMCI:
Xxxxxx Xxxxxxx Mortgage Capital Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-3AR
With a copy to:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel's Office
In the case of the Depositor:
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Xxxxxx Xxxxxxx Capital I Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-3AR
In the case of the Trustee:
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services MSM 2006-3AR
In the case of Wachovia and the Servicer:
Wachovia Mortgage Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
With a copy to:
Wachovia Mortgage Corporation
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxx Xxxxxx
or to such other address as may hereafter be furnished by the Depositor and
the Trustee to the parties in accordance with the provisions of the Agreement.
10. Ratification
------------
Except as modified and expressly amended by this Assignment, the
Agreement is in all respects ratified and confirmed, and all terms, provisions
and conditions thereof shall be and remain in full force and effect.
11. Counterparts
------------
This Assignment may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same instrument.
12. Definitions
-----------
Any capitalized term used but not defined in this Assignment has the
same meaning as in the Agreement.
[SIGNATURE PAGE FOLLOWS]
11
IN WITNESS WHEREOF, the parties hereto have executed this Assignment the
day and year first above written.
XXXXXX XXXXXXX MORTGAGE CAPITAL INC.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxx
Title: Executive Director
XXXXXX XXXXXXX CAPITAL I INC.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
WACHOVIA MORTGAGE CORPORATION
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
Acknowledged and Agreed:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
LASALLE BANK, NATIONAL
ASSOCIATION, as Trustee of Xxxxxx Xxxxxxx
Mortgage Loan Trust 2006-3AR
By: /s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Vice President
EXHIBIT I
Mortgage Loan Schedule
[see Schedule A to Pooling and Servicing Agreement]
Exhibit IIA: Standard File Layout - Delinquency Reporting
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 MM/DD/YYYY
payment is due to the servicer at the
end of processing cycle, as reported by
Servicer.
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE The date a particular bankruptcy MM/DD/YYYY
claim was filed.
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 MM/DD/YYYY
bankruptcy has been approved by the
courts
BANKRUPTCY_DCHRG_DISM_DATEThe Date The Loan Is Removed From MM/DD/YYYY
Bankruptcy. Either by Dismissal,
Discharged and/or a Motion For Relief
Was Granted.
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was MM/DD/YYYY
Approved By The Servicer
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved
For A Loan Such As;
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is MM/DD/YYYY
Scheduled To End/Close
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is MM/DD/YYYY
Actually Completed
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the MM/DD/YYYY
servicer with instructions to begin
foreclosure proceedings.
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to MM/DD/YYYY
Pursue Foreclosure
FIRST_LEGAL_DATE Notice of 1st legal filed by an MM/DD/YYYY
Attorney in a Foreclosure Action
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is MM/DD/YYYY
expected to occur.
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
FRCLSR_SALE_AMT The amount a property sold for at the 2 No commas(,)
foreclosure sale. or dollar
signs ($)
EVICTION_START_DATE The date the servicer initiates MM/DD/YYYY
eviction of the borrower.
EVICTION_COMPLETED_DATE The date the court revokes legal MM/DD/YYYY
possession of the property from the
borrower.
LIST_PRICE The price at which an REO property is 2 No commas(,)
marketed. or dollar
signs ($)
LIST_DATE The date an REO property is listed at MM/DD/YYYY
a particular price.
OFFER_AMT The dollar value of an offer for an 2 No commas(,)
REO property. or dollar
signs ($)
OFFER_DATE_TIME The date an offer is received by DA MM/DD/YYYY
Admin or by the Servicer.
REO_CLOSING_DATE The date the REO sale of the property MM/DD/YYYY
is scheduled to close.
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is
occupied.
Page 1 of 29
Please be advised that failure to comply with ANY or all of the guidelines
entailed herein may result in issuance of late reporting fees.
(C) Copyright Xxxxx Fargo Bank, Corporate Trust Services
Contact us with Reporting Questions: XXXXxxxxxxXXX@XxxxxXxxxx.xxx
PROP_CONDITION_CODE A code that indicates the condition
of the property.
PROP_INSPECTION_DATE The date a property inspection is MM/DD/YYYY
performed.
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
CURR_PROP_VAL The current "as is" value of the 2
property based on brokers price
opinion or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth 2
if repairs are completed pursuant to a
broker's price opinion or appraisal.
If applicable:
--------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a
borrower to stop paying on a loan. Code
indicates the reason why the loan is in
default for this cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was MM/DD/YYYY
Filed With Mortgage Insurance Company.
MI_CLAIM_AMT Amount of Mortgage Insurance Claim No commas(,)
Filed or dollar
signs ($)
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company MM/DD/YYYY
Disbursed Claim Payment
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company 2 No commas(,)
Paid On Claim or dollar
signs ($)
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool MM/DD/YYYY
Insurance Company
POOL_CLAIM_AMT Amount of Claim Filed With Pool 2 No commas(,)
Insurance Company or dollar
signs ($)
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check MM/DD/YYYY
Was Issued By The Pool Insurer
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool 2 No commas(,)
Insurance Company or dollar
signs ($)
FHA_PART_A_CLAIM_ Date FHA Part A Claim Was Filed With MM/DD/YYYY
FILED_DAT HUD
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
FHA_PART_A_CLAIM_ Date HUD Disbursed Part A Claim MM/DD/YYYY
PAID_DATE Payment
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
FHA_PART_B_CLAIM Date FHA Part B Claim Was Filed MM/DD/YYYY
_FILED_DATE With HUD
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
FHA_PART_B_CLAIM_ Date HUD Disbursed Part B Claim MM/DD/YYYY
PAID_DATE Payment
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the MM/DD/YYYY
Veterans Admin
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA MM/DD/YYYY
Claim Payment
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA 2 No commas(,)
Claim or dollar
signs ($)
Exhibit IIB: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
o ASUM-Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply
Xxxxx Fargo Bank with a description of each of the Loss Mitigation Types prior
to sending the file.
The Occupant Code field should show the current status of the property code as
follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the
property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
The FNMA Delinquent Reason Code field should show the Reason for Delinquency
as follows:
Delinquency
Code Delinquency Description
----------- -----------------------
001 FNMA-Death of principal mortgagor
002 FNMA-Illness of principal mortgagor
003 FNMA-Illness of mortgagor's family
member
004 FNMA-Death of mortgagor's family
member
005 FNMA-Marital difficulties
006 FNMA-Curtailment of income
007 FNMA-Excessive Obligation
008 FNMA-Abandonment of property
009 FNMA-Distant employee transfer
011 FNMA-Property problem
012 FNMA-Inability to sell property
013 FNMA-Inability to rent property
014 FNMA-Military Service
015 FNMA-Other
016 FNMA-Unemployment
017 FNMA-Business failure
019 FNMA-Casualty loss
022 FNMA-Energy environment costs
023 FNMA-Servicing problems
026 FNMA-Payment adjustment
027 FNMA-Payment dispute
029 FNMA-Transfer of ownership pending
030 FNMA-Fraud
031 FNMA-Unable to contact borrower
INC FNMA-Incarceration
The FNMA Delinquent Status Code field should show the Status of Default as
follows:
Status Code Status Description
----------- ------------------
09 Forbearance
17 Pre-foreclosure Sale Closing Plan
Accepted
24 Government Seizure
26 Refinance
27 Assumption
28 Modification
29 Charge-Off
30 Third Party Sale
31 Probate
32 Military Indulgence
43 Foreclosure Started
44 Deed-in-Lieu Started
49 Assignment Completed
61 Second Lien Considerations
62 Veteran's Affairs-No Bid
63 Veteran's Affairs-Refund
64 Veteran's Affairs-Buydown
65 Chapter 7 Bankruptcy
66 Chapter 11 Bankruptcy
67 Chapter 13 Bankruptcy
Exhibit IIC: Standard File Layout - Master Servicing
Max
Column Name Description Decimal Format Comment Size
----------- ----------- ------- -------------- ----
SER_INVESTOR_NBR A value assigned by the Text up to 10 digits 20
Servicer to define a group
of loans.
LOAN_NBR A unique identifier Text up to 10 digits 10
assigned to each loan by
the investor.
SERVICER_LOAN_NBR A unique number assigned Text up to 10 digits 10
to a loan by the
Servicer. This may be
different than the LOAN_NBR.
BORROWER_NAME The borrower name as Maximum length of 30
received in the file. It 30 (Last, First)
is not separated by first
and last name.
SCHED_PAY_AMT Scheduled monthly 2 No commas(,) or 11
principal and scheduled dollar signs ($)
interest payment that a
borrower is expected to
pay, P&I constant.
NOTE_INT_RATE The loan interest rate as 4 Max length of 6 6
reported by the Servicer.
NET_INT_RATE The loan gross interest 4 Max length of 6 6
rate less the service fee
rate as reported by the
Servicer.
SERV_FEE_RATE The servicer's fee rate 4 Max length of 6 6
for a loan as reported by
the Servicer.
SERV_FEE_AMT The servicer's fee amount 2 No commas(,) or 11
for a loan as reported by dollar signs ($)
the Servicer.
NEW_PAY_AMT The new loan payment 2 No commas(,) or 11
amount as reported by the dollar signs ($)
Servicer.
NEW_LOAN_RATE The new loan rate as 4 Max length of 6 6
reported by the Servicer.
ARM_INDEX_RATE The index the Servicer is 4 Max length of 6 6
using to calculate a
forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual 2 No commas(,) or 11
principal balance at the dollar signs ($)
beginning of the
processing cycle.
ACTL_END_PRIN_BAL The borrower's actual 2 No commas(,) or 11
principal balance at the dollar signs ($)
end of the processing
cycle.
BORR_NEXT_PAY_DUE_DATE The date at the end of MM/DD/YYYY 10
processing cycle that the
borrower's next payment is
due to the Servicer, as
reported by Servicer.
SERV_CURT_AMT_1 The first curtailment 2 No commas(,) or 11
amount to be applied. dollar signs ($)
SERV_CURT_DATE_1 The curtailment date MM/DD/YYYY 10
associated with the first
curtailment amount.
CURT_ADJ_ AMT_1 The curtailment interest 2 No commas(,) or 11
on the first curtailment dollar signs ($)
amount, if applicable.
Page 1 of 29
Please be advised that failure to comply with ANY or all of the guidelines
entailed herein may result in issuance of late reporting fees.
(C) Copyright Xxxxx Fargo Bank, Corporate Trust Services
Contact us with Reporting Questions: XXXXxxxxxxXXX@XxxxxXxxxx.xxx
SERV_CURT_AMT_2 The second curtailment 2 No commas(,) or 11
amount to be applied. dollar signs ($)
SERV_CURT_DATE_2 The curtailment date MM/DD/YYYY 10
associated with the second
curtailment amount.
CURT_ADJ_ AMT_2 The curtailment interest 2 No commas(,) or 11
on the second curtailment dollar signs ($)
amount, if applicable.
SERV_CURT_AMT_3 The third curtailment 2 No commas(,) or 11
amount to be applied. dollar signs ($)
SERV_CURT_DATE_3 The curtailment date MM/DD/YYYY 10
associated with the third
curtailment amount.
CURT_ADJ_AMT_3 The curtailment interest 2 No commas(,) or 11
on the third curtailment dollar signs ($)
amount, if applicable.
PIF_AMT The loan "paid in full" 2 No commas(,) or 11
amount as reported by the dollar signs ($)
Servicer.
PIF_DATE The paid in full date as MM/DD/YYYY 10
reported by the Servicer.
ACTION_CODE The standard FNMA numeric code Action Code Key: 2
used to indicate the default/ 15=Bankruptcy,
delinquent status of a particular 30=Foreclosure, ,
loan. 60=PIF,
63=Substitution,
65=Repurchase,70=REO
INT_ADJ_AMT The amount of the interest 2 No commas(,) or 11
adjustment as reported by dollar signs ($)
the Servicer.
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor 2 No commas(,) or 11
Adjustment amount, if dollar signs ($)
applicable.
NON_ADV_LOAN_AMT The Non Recoverable Loan 2 No commas(,) or 11
Amount, if applicable. dollar signs ($)
LOAN_LOSS_AMT The amount the Servicer is 2 No commas(,) or 11
passing as a loss, if dollar signs ($)
applicable.
SCHED_BEG_PRIN_BAL The scheduled outstanding 2 No commas(,) or 11
principal amount due at dollar signs ($)
the beginning of the cycle
date to be passed through
to investors.
SCHED_END_PRIN_BAL The scheduled principal 2 No commas(,) or 11
balance due to investors dollar signs ($)
at the end of a processing
cycle.
SCHED_PRIN_AMT The scheduled principal 2 No commas(,) or 11
amount as reported by the dollar signs ($)
Servicer for the current
cycle -- only applicable
for Scheduled/Scheduled
Loans.
SCHED_NET_INT The scheduled gross 2 No commas(,) or 11
interest amount less the dollar signs ($)
service fee amount for the
current cycle as reported
by the Servicer -- only
applicable for
Scheduled/Scheduled Loans.
ACTL_PRIN_AMT The actual principal 2 No commas(,) or 11
amount collected by the dollar signs ($)
Servicer for the current
reporting cycle -- only
applicable for
Actual/Actual Loans.
ACTL_NET_INT The actual gross interest 2 No commas(,) or 11
amount less the service dollar signs ($)
fee amount for the current
reporting cycle as
reported by the Servicer
-- only applicable for
Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount 2 No commas(,) or 11
received when a borrower dollar signs ($)
prepays on his loan as
reported by the Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty 2 No commas(,) or 11
amount for the loan waived dollar signs ($)
by the servicer.
MOD_DATE The Effective Payment Date MM/DD/YYYY 10
of the Modification for
the loan.
MOD_TYPE The Modification Type. Varchar - value can 30
be alpha or numeric
DELINQ_P&I_ADVANCE_AMT The current outstanding 2 No commas(,) or 11
principal and interest dollar signs ($)
advances made by Servicer.
Exhibit IID : 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.
(o)
(p) 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.
(q) 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 ( ).
Page 1 of 29
Please be advised that failure to comply with ANY or all of the guidelines
entailed herein may result in issuance of late reporting fees.
(C) Copyright Xxxxx Fargo Bank, Corporate Trust Services
Contact us with Reporting Questions: XXXXxxxxxxXXX@XxxxxXxxxx.xxx
Exhibit IIE: Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------- ------------------------ -----------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------- ------------------------ -----------------------------
XXXXX FARGO BANK, N.A. Loan No._____________________________
Borrower's Name:
-----------------------------------------
Property Address:
----------------------------------------
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $______________ (1)
(2) Interest accrued at Net Rate ______________ (2)
(3) Accrued Servicing Fees ______________ (3)
(4) Attorney's Fees ______________ (4)
(5) Taxes (see page 2) ______________ (5)
(6) Property Maintenance ______________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ______________ (7)
(8) Utility Expenses ______________ (8)
(9) Appraisal/BPO ______________ (9)
(10) Property Inspections ______________(10)
(11) FC Costs/Other Legal Expenses ______________(11)
(12) Other (itemize) ______________(12)
Cash for Keys__________________________ ______________(12)
HOA/Condo Fees_______________________ ______________(12)
_______________________________________ ______________(12)
Total Expenses ______________(13)
Credits:
(14) Escrow Balance ______________(14)
(15) HIP Refund ______________(15)
(16) Rental Receipts ______________(16)
(17) Hazard Loss Proceeds ______________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ______________(18a)
HUD Part A
______________(18b)
HUD Part B
(19) Pool Insurance Proceeds ______________(19)
(20) Proceeds from Sale of Acquired Property ______________(20)
(21) Other (itemize) ______________(21)
_______________________________________ ______________(21)
Total Credits ______________(22)
Total Realized Loss (or Amount of Gain) ______________(23)
Escrow Disbursement Detail
Type Period of
(Tax /Ins.) Date Paid Coverage Total Paid Base Amount Penalties Interest
----------- --------- -------- ---------- ----------- --------- --------
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
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EXHIBIT A-1
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";
--------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
------------------------------------------------------------------------------
Reference Criteria
--------- --------
General Servicing Considerations
--------------------------------
1122(d)(1)(i) Policies and procedures are instituted X
to monitor any performance or other
triggers and events of default in
accordance with the transaction
agreements.
1122(d)(1)(ii) If any material servicing activities are X
outsourced to third 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 X
policy is in effect 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 X
into the appropriate 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 X
behalf of an obligor or to an investor
are made only by authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees X
regarding collections, cash 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, X
such as cash 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.
--------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
------------------------------------------------------------------------------
Reference Criteria
--------- --------
1122(d)(2)(v) Each custodial account is maintained at X
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
foreign financial institution that meets
the requirements of Rule 13k-1 (b)(1) of
the Securities Exchange Act.
1122(d)(2)(vi) Unissued checks are safeguarded so as to X
prevent unauthorized access.
1122(d)(2)(vii) Reconciliations are prepared on a X
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 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 X
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 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 X
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the transaction
agreements.
1122(d)(3)(iii) Disbursements made to an investor are X
posted within two 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 X
investor reports agree with cancelled
checks, or other form of payment, or
custodial bank statements.
Pool Asset Administration
--------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
------------------------------------------------------------------------------
Reference Criteria
--------- --------
1122(d)(4)(i) Collateral or security on mortgage loans X
is maintained as required by the
transaction agreements or related
mortgage loan documents.
1122(d)(4)(ii) Mortgage loan and related documents are X
safeguarded as required by the
transaction agreements
1122(d)(4)(iii) Any additions, removals or substitutions X
to the asset pool 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 X
any payoffs, made in 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 mortgage
loan documents.
1122(d)(4)(v) The Servicer's records regarding the X
mortgage loans agree 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 X
status of an obligor's 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 X
(e.g., forbearance plans, 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 X
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 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 X
of return for mortgage loans with
variable rates are computed based on the
related mortgage loan documents.
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Applicable
Servicing
Servicing Criteria Criteria
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Reference Criteria
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1122(d)(4)(x) Regarding any funds held in trust for an X
obligor (such as 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 X
(such as tax or 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 X
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 the late payment was due to the
obligor's error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an X
obligor are posted within two business
days to the obligor's records maintained
by the servicer, or such other number of
days specified in the transaction
agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs and X
uncollectible accounts are 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)
through (3) or Item 1115 of Regulation
AB, is maintained as set forth in the
transaction agreements.
[WACHOVIA MORTGAGE CORPORATION] [NAME OF
SUBSERVICER]
Date:
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By:
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Name:
Title:
