Exhibit 99.10(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of January 1, 2006, is entered into among Xxxxxx
Xxxxxxx Capital I Inc., a Delaware corporation (the "Depositor"), Xxxxxx
Xxxxxxx Mortgage Capital Inc. ("MSMCI"), GreenPoint Mortgage Funding, Inc. as
seller (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 2006-1AR (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
First Amended and Restated Mortgage Loan Sale And Servicing Agreement, dated
as of March 15, 2005 (the "March Purchase Agreement), and a certain Fourth
Amended and Restated Mortgage Loan Sale And Servicing Agreement, dated as of
December 1, 2005, (the "December Purchase Agreement," together with the March
Agreement and as further amended or modified to the date hereof, the
"Agreements"), pursuant to which MSMCI has acquired certain Mortgage Loans
pursuant to the terms of the Agreements and the Servicer has agreed to service
such Mortgage Loans; and, in connection with the transfer of the Mortgage
Loans hereunder, the Seller and Servicer agree that, from and after the date
hereof, each Mortgage Loan transferred hereunder will be subject to, and
serviced under, the December Purchase Agreement;
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 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 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, 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
Section 28 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, and the Trustee
(the "Pooling and Servicing Agreement") for the Xxxxxx Xxxxxxx Mortgage Loan
Trust 2006-1AR, Mortgage Pass-Through Certificates, Series 2006-1AR, (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, (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.
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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.
(c) Each of the Depositor, MSMCI, Seller and Servicer 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 restates, as of the Closing Date (as defined in
the Pooling and Servicing Agreement), the representations and warranties set
forth in Sections 7.01 and 7.02 of the Agreement, with respect to each of the
Specified Mortgage Loans that were sold by it under 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 relating to
actions taken by 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: 50890500, MSM 2006-1AR
The Servicer shall deliver all reports required to be delivered to the
Purchaser 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 Xxxxxxx, XXX 0000-0XX
Office Number: (000) 000-0000
Telecopier: (000) 000-0000
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5. Amendments to the Agreement
The parties to this Assignment hereby agree to amend the Agreement as
follows:
(a) With respect to the Specified Mortgage Loans, "Permitted
Investments" shall have the meaning of such term as defined in the
Pooling and Servicing Agreement.
(b) Subsection 11.19(d) of the Agreement is hereby amended and
restated in its entirety as follows:
"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 and Third-Party Originator to) (i) promptly notify
the Purchaser in writing of (A) any material litigation or
governmental proceedings pending against the Servicer, any
Subservicer or any Third-Party Originator that would be
material to a security holder, (B) any affiliations or
relationships that develop following the closing date of a
Securitization Transaction between the Servicer, 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, (C) any Event of Default under the terms of this
Agreement or any applicable Reconstitution Agreement related
thereto, (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 or any applicable
Reconstitution Agreement related thereto and (ii) provide to
the Purchaser a description of such proceedings, affiliations
or relationships."
(c) Subsection 11.19(f) of the Agreement is hereby deleted in its
entirety.
(d) The following paragraphs are hereby incorporated into the
Agreement as new Subsections 11.19(f) and (g):
"(g) 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 any Securitization Transaction that
includes any of the Mortgage Loans serviced by the Servicer or
any Subservicer, the Servicer or such Subservicer, as
applicable, shall, to the extent the Servicer or such
Subservicer has knowledge, provide to the party responsible
for filing such report (including, if applicable, the Master
Servicer) notice of the occurrence of any of the following
events along with all information, data, and materials related
thereto as may be required to be included in the related
distribution report on Form 10-D (as specified in the
provisions of Regulation AB referenced below):
(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);
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(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).
(h) The Servicer 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 Servicer or any
Subservicer or the Servicer or such Subservicer's performance
hereunder."
(e) Subsections 11.19(g) and 11.19(h) of the Agreement is hereby
renumbered as Subsections 11.19(h) and 11.19(i), respectively.
(f) Subsection 11.19(i) is hereby amended to delete the
cross-reference "paragraph (g)" and replace with the cross-reference
paragraph (h).
(g) Subsections 11.20(a)(iv) and 11.20(a)(v) is hereby replaced in
their entirety with the following:
"(iv) cause each Subservicer, and each Subcontractor
determined by the Servicer pursuant to Subsection 11.24(b) to
be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, to deliver to the
Purchaser an assessment of compliance and accountants'
attestation as and when provided in paragraphs (ii) and (iii)
of this Section; and
(v) deliver, and cause each Subservicer and Subcontractor
described in clause (iv) above, to the Purchaser 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 16."
(h) Subsection 11.21 of the Agreement is hereby amended and restated
in its entirety as follows:
"Annual Independent Public Accountants' Servicing Report or
Attestation. On or before March 1, 2007, the Servicer at its
expense shall cause a firm of independent public accountants
which is a member of the American Institute of Certified
Public Accountants to furnish a statement to the Purchaser and
the Master Servicer to the effect that such firm has, with
respect to the Servicer's overall servicing operations,
examined such operations in accordance with the requirements
of the Uniform Single Attestation Program for Mortgage
Bankers, stating such firm's conclusions relating thereto.
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Notwithstanding the foregoing, the Servicer's obligation to
deliver a report under this Subsection as to any calendar
year, beginning with the report required in March 2007, shall
be satisfied if an accountant attestation report is delivered
in compliance with Subsection 11.20(a)(iii) for such calendar
year."
(i) The first series of cross-references in Subsection 11.24(a) of the
Agreement is hereby amended to include 11.19(f).
(j) The last paragraph of Subsection 11.24 of the Agreement is hereby
deleted in its entirety and replaced with the following:
"As a condition to the utilization of any Subcontractor
determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Seller
shall cause any such Subcontractor used by the Servicer (or by
any Subservicer) for the benefit of the Purchaser to comply
with the provisions of Subsections 11.20 and 12.01 of this
Agreement to the same extent as if such Subcontractor were the
Servicer. The Servicer shall be responsible for obtaining from
each Subcontractor and delivering to the Purchaser any
assessment of compliance and attestation and the other
certifications required to be delivered by such Subcontractor
under Subsection 11.20, in each case as and when required to
be delivered."
(k) Subsection 12.01(b) of the Agreement is hereby amended and
restated in its entirety as follows:
"(b) The Servicer shall indemnify the Purchaser, each
affiliate of the Purchaser, each sponsor and issuing entity;
each Person responsible for the preparation, execution or
filing of any report required to be filed with the Commission
with respect to such Securitization Transaction, or for
execution of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction; each broker dealer acting as
underwriter, placement agent or initial purchaser, each Person
who controls any of such parties (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 and agents of each of the
foregoing (each, an "Indemnified Party"), and shall hold each
of them harmless from and against any 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 written
information, written report, certification,
accountants' letter or other material provided under
Section 11 by or on behalf of the Servicer, or
provided under Section 11 by or on behalf of any
Subservicer, Subcontractor or Third-Party Originator
(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,
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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 of the Servicer's obligations under,
or any failure by the Servicer, 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
Sections 11.19, 11.20 and 11.21, including any failure
by the Servicer to identify pursuant to Subsection
11.24(b) any Subcontractor "participating in the
servicing function" within the meaning of Item 1122 of
Regulation AB;
(iii) any breach by the Servicer of a representation
or warranty set forth in Subsection 11.19(g) or in a
writing furnished pursuant to Subsection 11.19(h) and
made as of a date prior to the closing date of the
related Securitization Transaction, to the extent that
such breach is not cured by such closing date, or any
breach by the Servicer of a representation or warranty
in a writing furnished pursuant to Subsection 11.19(h)
to the extent made as of a date subsequent to such
closing date; or
(iii) any breach by the Servicer of a representation
or warranty set forth in Subsection 11.19(g) or in a
writing furnished pursuant to Subsection 11.19(h) and
made as of a date prior to the closing date of the
related Securitization Transaction, to the extent that
such breach is not cured by such closing date, or any
breach by the Servicer of a representation or warranty
in a writing furnished pursuant to Subsection 11.19(h)
to the extent made as of a date subsequent to such
closing date; or
(iv) the negligence, bad faith or willful misconduct
of the Servicer in connection with its performance
under this Sections 11.19, 11.20, 11.21 or 12.01.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the
Seller 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 Seller on the other.
In the case of any failure of performance described in clause
(b)(ii) of this Section, the Servicer shall promptly reimburse
the Purchaser, and each Person responsible for the
preparation, execution or filing of any report required to be
filed with the Commission with respect to such Securitization
Transaction, or for execution of a certification pursuant to
Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
respect to such Securitization Transaction, for all costs
reasonably incurred by each such party in order to obtain the
information, report,
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certification, accountants' letter or other material not
delivered as required by the Servicer, any Subservicer, any
Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this
Agreement or the termination of any party to this Agreement."
(l) The following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
12.01(c)(i) of the Agreement:
"(and if the Servicer 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) Subsection 13.01(b) of the Agreement is hereby amended and
restated in its entirety as follows:
"(b) failure by the Servicer to duly observe or perform, in
any material respect, any other covenants, obligations or
agreements of the Servicer as set forth in this Agreement
which failure continues unremedied for a period of sixty (60)
days (or, in the case of the officer's certificate or the
annual assessment of servicing compliance or the annual
independent public accountants' servicing report required
under Subsection 11.20, or the certification required under
clause (v) of Subsection 11.20, ten (10) days) after the date
on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Servicer by the
Purchaser;
(n) The word "or" is deleted from the end of Subsection 13.01(d), the
word "or" is added at the end of Subsection 13.01(e) and the following
paragraph is hereby incorporated into the Agreement as new Subsection
13.01(f):
"(f) failure by the Servicer to duly perform, within the
required time period, its obligations under Subsections 11.20
or 11.21 which failure continues unremedied for a period of
five (5) days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been
given to the Servicer 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;"
(o) Subsection 14.02(b) of the Agreement is hereby deleted in its
entirety.
(p) The following paragraph is hereby incorporated into the Agreement
as new Section 34:
"Third Party Beneficiary. For purposes of this Agreement, including
but not limited to Subsection 11.21, any Master Servicer shall be considered a
third party beneficiary to this Agreement entitled to all the rights and
benefits accruing to any Master Servicer herein as if it were a direct party
to this Agreement."
(q) Exhibit 9 to the Agreement is hereby replaced in its entirety with
the Amended and Restated Exhibit 9 attached to this Assignment as
Exhibit III.
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(r) Exhibit 16 to the Agreement is hereby replaced in its entirety
with Exhibit A-1 attached to this Assignment..
6. Indemnification
The Master Servicer shall indemnify and hold harmless the Servicer and
its affiliates, and in each case, its officers, directors and agents from and
against any losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments and other costs and expenses arising out of
or based upon a breach by the Master Servicer or any of its officers,
directors, agents or affiliates of its obligations in connection with the
preparation, filing and certification of any Form 10-K pursuant to the Pooling
and Servicing Agreement or the negligence, bad faith or willful misconduct of
the Master Servicer in connection therewith. In addition, the Master Servicer
shall indemnify and hold harmless the Servicer and its affiliates, and in each
case, its officers, directors and agents from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach
by any Servicer (as defined in the Pooling and Servicing Agreement), other
than the Servicer (as defined herein), of its obligations in connection with
any back-up certification (or any other back-up documents) to any
certification of any Form 10-K required to be provided by the Master Servicer,
but solely to the extent the Master Servicer receives amounts from such
Servicer in connection with any indemnification provided by such Servicer (in
each case as defined in the Pooling and Servicing Agreement) to the Master
Servicer.
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
Any notices or other communications permitted or required under the
Agreement to be made to the Depositor, MSMCI, the Master Servicer, the Seller,
the Servicer and the Trustee shall be made in accordance with the terms of the
Agreement and shall be sent to the Depositor and Trustee 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 2006-1AR
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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:
Xxxxxx Xxxxxxx Capital I Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR
In the case of the Trustee:
LaSalle Bank, National Association,
as Trustee for the Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Trust Administration- MS0601
In the case of the Seller and the Servicer:
GreenPoint Mortgage Funding, Inc.,
000 Xxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR
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]
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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
GREENPOINT MORTGAGE FUNDING, INC.
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: VP
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 2006-1AR
By: /s/ Xxxxxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Assistant Vice President
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EXHIBIT I
Mortgage Loan Schedule
[see Schedule A to Pooling and Servicing Agreement]
EXH. I-1
Exhibit II A: 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.
-------------------------------------- -------------------------------------------------- --------- -------------
XXXX_XXXXXXX Xxxxxx 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 MM/DD/YYYY 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 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 MM/DD/YYYY
been approved by the courts
-------------------------------------- -------------------------------------------------- --------- -------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- -------------------------------------------------- --------- -------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
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 Scheduled MM/DD/YYYY
To End/Close
-------------------------------------- -------------------------------------------------- --------- -------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually MM/DD/YYYY
Completed
-------------------------------------- -------------------------------------------------- --------- -------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the
servicer MM/DD/YYYY with instructions
to begin foreclosure proceedings.
-------------------------------------- -------------------------------------------------- --------- -------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- -------------------------------------------------- --------- -------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- -------------------------------------------------- --------- -------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- -------------------------------------------------- --------- -------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
EXH. II-1
-------------------------------------- -------------------------------------------------- --------- -------------
FRCLSR_SALE_AMT The amount a property sold for at the 2 No commas(,)
foreclosure sale. or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- -------------------------------------------------- --------- -------------
EVICTION_COMPLETED_DATE The date the court revokes legal
possession of MM/DD/YYYY the property
from the borrower.
-------------------------------------- -------------------------------------------------- --------- -------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
LIST_DATE The date an REO property is listed at a MM/DD/YYYY
particular price.
-------------------------------------- -------------------------------------------------- --------- -------------
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 MM/DD/YYYY
the Servicer.
-------------------------------------- -------------------------------------------------- --------- -------------
REO_CLOSING_DATE The date the REO sale of the property is MM/DD/YYYY
scheduled to close.
-------------------------------------- -------------------------------------------------- --------- -------------
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 2
on brokers price opinion or appraisal.
-------------------------------------- -------------------------------------------------- --------- -------------
REPAIRED_PROP_VAL The amount the property would be worth if 2
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 Filed With MM/DD/YYYY
Mortgage 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 MM/DD/YYYY
Payment
-------------------------------------- -------------------------------------------------- --------- -------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
EXH. II-2
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued MM/DD/YYYY
By The Pool 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 ($)
-------------------------------------- -------------------------------------------------- --------- -------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
EXH. II-3
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
EXH. II-4
Exhibit II B: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency
as follows:
-------------------- ----------------------------------------------
Delinquency Code Delinquency Description
-------------------- ----------------------------------------------
001 FNMA-Death of principal mortgagor
-------------------- ----------------------------------------------
002 FNMA-Illness of principal mortgagor
-------------------- ----------------------------------------------
003 FNMA-Illness of mortgagor's family member
-------------------- ----------------------------------------------
004 FNMA-Death of mortgagor's family member
-------------------- ----------------------------------------------
005 FNMA-Marital difficulties
-------------------- ----------------------------------------------
006 FNMA-Curtailment of income
-------------------- ----------------------------------------------
007 FNMA-Excessive Obligation
-------------------- ----------------------------------------------
008 FNMA-Abandonment of property
-------------------- ----------------------------------------------
009 FNMA-Distant employee transfer
-------------------- ----------------------------------------------
011 FNMA-Property problem
-------------------- ----------------------------------------------
012 FNMA-Inability to sell property
-------------------- ----------------------------------------------
013 FNMA-Inability to rent property
-------------------- ----------------------------------------------
014 FNMA-Military Service
-------------------- ----------------------------------------------
015 FNMA-Other
-------------------- ----------------------------------------------
016 FNMA-Unemployment
-------------------- ----------------------------------------------
017 FNMA-Business failure
-------------------- ----------------------------------------------
019 FNMA-Casualty loss
-------------------- ----------------------------------------------
022 FNMA-Energy environment costs
-------------------- ----------------------------------------------
023 FNMA-Servicing problems
-------------------- ----------------------------------------------
026 FNMA-Payment adjustment
-------------------- ----------------------------------------------
027 FNMA-Payment dispute
-------------------- ----------------------------------------------
029 FNMA-Transfer of ownership pending
-------------------- ----------------------------------------------
030 FNMA-Fraud
-------------------- ----------------------------------------------
031 FNMA-Unable to contact borrower
-------------------- ----------------------------------------------
INC FNMA-Incarceration
-------------------- ----------------------------------------------
EXH. II-5
Exhibit II B: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as
follows:
-------------------- ---------------------------------------------
Status Code Status Description
-------------------- ---------------------------------------------
09 Forbearance
-------------------- ---------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
-------------------- ---------------------------------------------
24 Government Seizure
-------------------- ---------------------------------------------
26 Refinance
-------------------- ---------------------------------------------
27 Assumption
-------------------- ---------------------------------------------
28 Modification
-------------------- ---------------------------------------------
29 Charge-Off
-------------------- ---------------------------------------------
30 Third Party Sale
-------------------- ---------------------------------------------
31 Probate
-------------------- ---------------------------------------------
32 Military Indulgence
-------------------- ---------------------------------------------
43 Foreclosure Started
-------------------- ---------------------------------------------
44 Deed-in-Lieu Started
-------------------- ---------------------------------------------
49 Assignment Completed
-------------------- ---------------------------------------------
61 Second Lien Considerations
-------------------- ---------------------------------------------
62 Veteran's Affairs-No Bid
-------------------- ---------------------------------------------
63 Veteran's Affairs-Refund
-------------------- ---------------------------------------------
64 Veteran's Affairs-Buydown
-------------------- ---------------------------------------------
65 Chapter 7 Bankruptcy
-------------------- ---------------------------------------------
66 Chapter 11 Bankruptcy
-------------------- ---------------------------------------------
67 Chapter 13 Bankruptcy
-------------------- ---------------------------------------------
EXH. II-6
Exhibit III A: 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.
(s)
(t) 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. (u) 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.
EXH. III-1
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 ( ).
EXH. III-2
Exhibit III B: 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
HUD Part B ________________ (18b)
EXH. III-3
(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)
EXH. III-4
Escrow Disbursement Detail
-------------------------------------------------------------------------------
Type Date Paid Period of Total Paid Base Penalties Interest
(Tax /Ins.) Coverage Amount
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
EXH. III-5
EXHIBIT A-1
FORM OF ANNUAL CERTIFICATION
Re: The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among
[IDENTIFY PARTIES]
I, ________________________________, the _____________________ of Wachovia
Mortgage Corporation, 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 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 and identified
as the responsibility of the Company on Exhibit B to the Regulation AB
Compliance Addendum to the Agreement (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 the Agreement, and the Servicing Assessment and Attestation Report
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.
EXH. A-I-1
Date: ___________________________________________
By: ___________________________________________
Name:
Title:
XXX. X-X-0
XXXXXXX X-0
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
Criteria
-------------------------------------------------------------------------------------------------
Reference Criteria
-------------------------------------------------------------------------------------------------
General Servicing Considerations
-------------------------------------------------------------------------------------------------
Policies and procedures are instituted to monitor any X
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements.
-------------------------------------------------------------------------------------------------
If any material servicing activities are outsourced to X
third parties, policies and procedures are instituted to
monitor the third party's performance and compliance with
1122(d)(1)(ii) such servicing activities.
-------------------------------------------------------------------------------------------------
Any requirements in the transaction agreements to maintain
1122(d)(1)(iii) a back-up servicer for the mortgage loans are maintained.
-------------------------------------------------------------------------------------------------
A fidelity bond and errors and omissions policy is in X
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
1122(d)(1)(iv) the transaction agreements.
-------------------------------------------------------------------------------------------------
Cash Collection and Administration
-------------------------------------------------------------------------------------------------
Payments on mortgage loans are deposited into the X
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
1122(d)(2)(i) transaction agreements.
-------------------------------------------------------------------------------------------------
Disbursements made via wire transfer on behalf of an X
obligor or to an investor are made only by authorized
1122(d)(2)(ii) personnel.
-------------------------------------------------------------------------------------------------
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
1122(d)(2)(iii) as specified in the transaction agreements.
-------------------------------------------------------------------------------------------------
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., X
with respect to commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
-------------------------------------------------------------------------------------------------
EXH. B-I-1
-------------------------------------------------------------------------------------------------
Servicing Criteria Applicable
Servicing
Criteria
-------------------------------------------------------------------------------------------------
Reference Criteria
-------------------------------------------------------------------------------------------------
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
1122(d)(2)(v) Securities Exchange Act.
-------------------------------------------------------------------------------------------------
Unissued checks are safeguarded so as to prevent X
1122(d)(2)(vi) unauthorized access.
-------------------------------------------------------------------------------------------------
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.
1122(d)(2)(vii)
-------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
-------------------------------------------------------------------------------------------------
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared
in accordance with 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)(i)
-------------------------------------------------------------------------------------------------
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
-------------------------------------------------------------------------------------------------
Disbursements made to an investor are posted within two
business days to the Servicer's investor records, or such
other number of days specified in the transaction
1122(d)(3)(iii) agreements.
-------------------------------------------------------------------------------------------------
Amounts remitted to investors per the investor reports
agree with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
-------------------------------------------------------------------------------------------------
EXH. B-I-2
-------------------------------------------------------------------------------------------------
Servicing Criteria Applicable
Servicing
Criteria
-------------------------------------------------------------------------------------------------
Reference Criteria
-------------------------------------------------------------------------------------------------
Pool Asset Administration
-------------------------------------------------------------------------------------------------
Collateral or security on mortgage loans is maintained as X
required by the transaction agreements or related mortgage
1122(d)(4)(i) loan documents.
-------------------------------------------------------------------------------------------------
Mortgage loan and related documents are safeguarded as X
1122(d)(4)(ii) required by the transaction agreements
-------------------------------------------------------------------------------------------------
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements.
-------------------------------------------------------------------------------------------------
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 mortgage loan
1122(d)(4)(iv) documents.
-------------------------------------------------------------------------------------------------
The Servicer's records regarding the mortgage loans agree X
with the Servicer's records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
-------------------------------------------------------------------------------------------------
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
1122(d)(4)(vi) asset documents.
-------------------------------------------------------------------------------------------------
Loss mitigation or recovery actions (e.g., forbearance X
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
1122(d)(4)(vii) transaction agreements.
-------------------------------------------------------------------------------------------------
Records documenting collection efforts are maintained X
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)(viii)
-------------------------------------------------------------------------------------------------
EXH. B-I-3
-------------------------------------------------------------------------------------------------
Servicing Criteria Applicable
Servicing
Criteria
-------------------------------------------------------------------------------------------------
Reference Criteria
-------------------------------------------------------------------------------------------------
Adjustments to interest rates or rates of return for X
mortgage loans with variable rates are computed based on
1122( d)( 4 )(ix) the related mortgage loan documents.
-------------------------------------------------------------------------------------------------
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
1122( d)( 4 )(x) in the transaction agreements.
-------------------------------------------------------------------------------------------------
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 )(xi)
-------------------------------------------------------------------------------------------------
Any late payment penalties in connection with any payment X
to be made on behalf of an obligor are paid from the
servicer's funds and not charged to the obligor, unless the
1122(d)(4)(xii) late payment was due to the obligor's error or omission.
-------------------------------------------------------------------------------------------------
Disbursements made on behalf of an obligor are posted X
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)(xiii)
-------------------------------------------------------------------------------------------------
Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
1122(d)(4)(xiv)
-------------------------------------------------------------------------------------------------
Any external enhancement or other support, identified in
Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
1122(d)(4)(xv) is maintained as set forth in the transaction agreements.
-------------------------------------------------------------------------------------------------
EXH. B-I-4
[GREENPOINT ] [NAME OF SUBSERVICER]
Date: ________________________________________
By: ________________________________________
Name:
Title:
EXH. B-I-5
