Exhibit 99.11a
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of May 1, 2006, is entered into among Xxxxxx Xxxxxxx
Capital I Inc., a Delaware corporation (the "Depositor"), Xxxxxx Xxxxxxx
Mortgage Capital Inc. ("MSMCI"), Xxxxxx Xxxxxxx Credit Corporation 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 2006-7 (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
Second Amended And Restated Master Mortgage Loan Purchase Agreement, dated as
of February 1, 2004 (as amended or modified to the date hereof, the "Initial
Purchase Agreement"), and (b) a Third Amended And Restated Master Mortgage
Loan Purchase Agreement, dated as of November 1, 2005 (as amended or modified
to the date hereof, the "Purchase Agreement") and (c) a certain Amended and
Restated Master Servicing Agreement, dated as of February 1, 2004 (as amended
or modified to the date hereof, the "Servicing Agreement" and, together with
the Initial Purchase Agreement and the Purchase Agreement, 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;
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 Agreements 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 Agreements 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
Agreements 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 Agreements 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 Servicing 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 Agreements. Accordingly, the right of MSMCI to consent to any amendment of
the Agreement and its rights concerning waivers as set forth in Section 16 of
the Purchase Agreement and Section 12.02 of the Servicing Agreement shall be
exercisable, to the extent any such amendment or waiver affects the Specified
Mortgage Loans or any of the rights under the Agreements 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"), (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.
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 Agreements or this Assignment.
(b) Each of the Depositor, MSMCI, Master Servicer and Seller represents
and warrants that it is duly and legally authorized to enter into this
Assignment.
2
(c) Each of the Depositor, MSMCI, Servicer and Seller 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 Section 5 of the Purchase Agreement and Section 3.01 of the Servicing
Agreement, with respect to each of the Specified Mortgage Loans that were sold
by it under the Agreements, 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 will service the Mortgage Loans in accordance with the
terms and conditions of the Servicing Agreement and this Assignment. 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 Servicing Agreement. Such
rights will include, without limitation, the right to terminate the Servicer
under the Servicing 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 Servicing Agreement, the right to receive all monthly
reports and other data required to be delivered by the Servicer under the
Servicing 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 Servicing 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: 50922400, MSM 2006-7
The Servicer shall deliver all reports required to be delivered under
the Servicing 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 2006-7
Office Number: (000) 000-0000
Telecopier: (000) 000-0000
For the avoidance of doubt, the parties to this Assignment hereby
acknowledge that the Master Servicer shall have no obligation for enforcing or
overseeing the Servicer's activities pursuant to Article V of the Servicing
Agreement.
5. Amendments to the Servicing Agreement
The parties to this Assignment hereby agree to amend the Servicing
Agreement as follows:
3
(a) The definition of "Permitted Investments" is hereby amended
and restated in its entirety as follows:
"(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 each Rating Agency, or such lower rating as
shall not result in the downgrading or withdrawal of the ratings then
assigned to the certificates issued pursuant to the Pooling and
Servicing Agreement (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;
4
(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 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 "Principal Prepayment" is hereby added to
Section 1.01 of the Servicing Agreement:
"Principal Prepayment": Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date,
including any prepayment penalty, if applicable, or premium thereon and which
is not accompanied by an amount of interest representing scheduled interest
due on any date or dates in any month or months subsequent to the month of
prepayment."
(c) The definition of "Servicing Fee Rate" in Section 1 of the
Agreement is hereby amended and restated in its entirety as
follows:
"Servicing Fee Rate": With respect to the fixed rate Mortgage Loans,
0.25% per annum."
(d) For the avoidance of doubt, Section 4.05(ii) allows the
Servicer to use Liquidation Proceeds, Condemnation Proceeds and
Insurance Proceeds, and with respect to REO Property, funds
received as rental or similar income to reimburse itself for
unreimbursed Monthly Advances, subject to the other limitations
contained in such Section 4.05(ii).
(e) For the avoidance of doubt, Section 4.05(iii) allows the
Servicer to use funds from the Custodial Account to reimburse
itself for unreimbursed Servicing Advances, subject to the other
limitations contained in such Section 4.05(iii).
(f) The first paragraph of Section 4.13 of the Servicing Agreement
is hereby amended and restated in its entirety as follows:
5
"With respect to any REO Property, the deed or certificate of sale shall
be taken in the name of the Owner, or its designee. The Trustee's name shall
be placed on the title to such REO Property solely as the Trustee hereunder
and not in its individual capacity. With respect to any REO Property, the
Servicer shall take title as "LaSalle Bank National Association, as Trustee,
under the Pooling and Servicing Agreement dated May 1, 2006. Pursuant to its
efforts to sell such REO Property, the Servicer shall either itself or through
an agent selected by the Servicer, manage, protect, conserve and operate such
REO Property in the same manner and to such extent as is customary in the
locality where such REO Property is located and may, incident to its
conservation, management and operation and protection of the interests of the
Owner, or its designee, rent the same, or any part thereof, as the Servicer
deems to be in the best interest of the Owner, or its designee, for the period
prior to the sale of such REO Property. The Servicer shall prepare for and
deliver to the Owner, 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 Owner, 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 Servicer 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 Owner, or its designee, for filing.
In the event that the Owner, or its designee, acquires any Mortgaged
Property as aforesaid or otherwise in connection with a default or imminent
default on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property as soon as practicable in a manner that maximizes the Liquidation
Proceeds thereof, but in no event later than three years after its acquisition
by the Owner, or its designee. In that event, the Owner, or its designee,
shall have been supplied with an Opinion of Counsel to the effect that the
holding by the Owner, or its designee, of such Mortgaged Property subsequent
to a three-year period, if applicable, will not result in the imposition of
taxes on "prohibited transactions" of any REMIC as defined in section 860F of
the Code or cause any REMIC to fail to qualify as a REMIC at any time, the
Owner, or its designee, may continue to hold such Mortgaged Property (subject
to any conditions contained in such Opinion of Counsel) after the expiration
of such three-year period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Owner, 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 Owner, 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 Servicer
has agreed to indemnify and hold harmless the Owner, or its designee, with
respect to the imposition of any such taxes."
(g) The second sentence of the third paragraph of Section 6.01 of
the Servicing Agreement is hereby amended and restated in its
entirety as follows:
"Such interest shall be paid by Servicer to Owner on the date such late
payment is made and shall cover the period commencing with the Business Day on
which such payment was due and ending with the Business Day on which such
payment is made, both inclusive."
(h) The first paragraph of Section 6.02 of the Servicing Agreement
is hereby amended and restated in its entirety as follows:
6
"Statements to the Owner. Not later than the 10th calendar day of each
month (or, if such 10th day is not a Business Day, the following Business
Day), the Servicer shall forward to the Master Servicer in hard copy and
electronic format a statement setting forth (a) the amount of the distribution
made on such Remittance Date which is allocable to principal and allocable to
interest; (b) the amount of servicing compensation received by the Servicer
during the prior calendar month; (c) the aggregate Stated Principal Balance
and the aggregate unpaid principal balance of the Mortgage Loans as of the
last day of the preceding month; and (d) the paid through date for each
Mortgage Loan. Such statement shall also include mortgage loan level data as
agreed upon by the Servicer and the Master Servicer and, for Mortgage Loans
having been foreclosed and liquidated, the monthly reports substantially in
the form of Exhibit C, as applicable, attached hereto."
(i) Sections 7.04, 7.05 and 7.07 of the Servicing Agreement are
hereby deleted.
(j) The word "or" is added at the end of Sections 10.01(vi) and
10.01(vii) and the following paragraph is hereby incorporated into
the Servicing Agreement as new Section 10.01(viii):
"(f) failure by the Servicer to duly perform, within the required time
period, its obligations under Sections 7.04 and 7.05 of the Purchase Agreement
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 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;"
(k) Section 11.01 of the Servicing Agreement is hereby amended and
restated in its entirety:
"Termination. The respective obligations and responsibilities of
Servicer shall terminate upon: (i) the later of the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or
the disposition of all REO Property and the remittance of all funds due
hereunder, (ii) mutual consent of Servicer and Owner in writing or (iii) a
resignation permitted by Section 9.04 hereof.
(l) The following paragraph is hereby incorporated into the
Servicing Agreement as new Section 12.15:
"Third Party Beneficiary. For purposes of this Agreement and the
Purchase Agreement, including but not limited to Section 7.05 of the Purchase
Agreement, any Master Servicer shall be considered a third party beneficiary
to this Agreement and the Purchase Agreement, entitled to all the rights and
benefits accruing to any Master Servicer herein as if it were a direct party
to this Agreement and the Purchase Agreement."
(m) Exhibit C to the Servicing Agreement is hereby replaced in its
entirety with the Amended and Restated Exhibit C attached to this
Assignment as Exhibit II.
6. Amendments to the Purchase Agreement
The parties to this Assignment hereby agree to amend the Purchase Agreement
as follows:
(a) The first sentence of Section 7.03(c) of the Purchase
Agreement is hereby amended and restated in its entirety as
follows:
"If so requested by the Purchaser, the Seller shall provide such
information regarding the Seller, as servicer of the Mortgage Loans, and each
Subservicer (each of the Seller and each Subservicer, for
7
purposes of this paragraph, a "Servicer"), as is requested for the purpose of
compliance with Items 1108, 1117 and 1119 of Regulation AB.
(b) Section 7.03(d) of the Purchase 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 Company
shall (or shall cause each Subservicer to) (i) promptly notify the Purchaser,
any Master Servicer 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 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 Reconstitution Agreement, (D) any merger, consolidation
or sale of substantially all of the assets of the Company and (E) the
Company's entry into an agreement with a Subcontractor to perform or assist
the Company with the performance of any of the Company's obligations under
this Agreement or any Reconstitution Agreement, and (ii) provide to the
Purchaser and any Depositor a description of such proceedings, affiliations or
relationships."
(c) Section 7.03 (e) (ii) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:
"which may be appointed as a successor to the Seller or any Subservicer,
the Seller shall provide to the Purchaser, and any Master Servicer at least
fifteen (15) calendar days prior to the effective date of such succession or
appointment,"
(d) Section 7.03 (f) of the Purchase Agreement 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 this Agreement, not later than ten
(10) days prior to the deadline for the filing of any distribution report on
Form 10-D in respect of any Securitization Transaction that includes any of
the Mortgage Loans serviced by the 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).
(e) The following is inserted as 7.03 (g) of the Purchase
Agreement:
8
"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 as may be
reasonably requested by the Purchaser, any Master Servicer or any Depositor."
(f) Section 7.04 of the Purchase Agreement is hereby amended and
restated in its entirety as follows:
"On or before March 1 of each calendar year, commencing in 2007, the Servicer
shall deliver to the Owner, any Master Servicer and any Depositor a statement
of compliance addressed to the Owner, such Master Servicer and such Depositor
and signed by an authorized officer of the Servicer, to the effect that (i) a
review of the Servicer's activities during the immediately preceding calendar
year (or applicable portion thereof) and of its performance under this
Agreement and any applicable Reconstitution Agreement during such period has
been made under such officer's supervision, and (ii) to the best of such
officers' knowledge, based on such review, the Servicer has fulfilled all of
its obligations under this Agreement and any applicable Reconstitution
Agreement in all material respects throughout such calendar year (or
applicable portion thereof) or, if there has been a failure to fulfill any
such obligation in any material respect, specifically identifying each such
failure known to such officer and the nature and the status thereof.
In the event that the Servicer fails to timely comply with this Section 7.04,
the Depositor shall use its commercially reasonable efforts to obtain written
statements or assurances from the Commission, that such failure to provide the
required statement of compliance on a timely basis, and a one time additional
failure by the Servicer to comply with this Section 7.04, will not result in
any adverse effect on the Depositor or its affiliates with respect to any
Shelf Registration on Form S-3 of the Depositor or any of its affiliates. Any
costs or expenses incurred by the Depositor or the Master Servicer in
obtaining such statement or assurances from the Commission shall be reimbursed
to the Depositor or the Master Servicer by the Servicer. In the event that the
Depositor is unable to receive any such assurances from the Commission after
the use of such commercially reasonable efforts of the related year, such
failure by the Servicer to comply with this Section 7.04 shall be deemed an
Event of Default, automatically at such time, without notice and without any
cure period, and Depositor may, in addition to whatever rights the Depositor
may have under Section 8 of the Purchase Agreement and at law or equity or to
damages, including injunctive relief and specific performance, terminate all
the rights and obligations of the Servicer under this Agreement and in and to
the Mortgage Loans and the proceeds thereof without compensating the Servicer
for the same, as provided in Section 11 of the Purchase Agreement. Such
termination shall be considered with cause pursuant to Section 11.01 of the
Purchase Agreement. This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary."
(g) Section 7.05(a)(i) of the Purchase Agreement is hereby amended
and restated in its entirety as follows:
"deliver to the Purchaser and any Master Servicer a report (in form and
substance reasonably satisfactory to the Purchaser and such Master Servicer)
regarding the Seller's assessment of compliance with the Servicing Criteria
during the immediately preceding calendar year, as required under Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report
shall be addressed to the Purchaser and signed by an authorized officer of the
Seller, and shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit 12 hereto delivered to the
Purchaser concurrently with the execution of this Agreement;"
(h) Section 7.05(a)(ii) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:
9
"deliver to the Purchaser and such Master Servicer a report of a registered
public accounting firm reasonably acceptable to the Purchaser and any Master
Servicer that attests to, and reports on, the assessment of compliance made by
the Seller and delivered pursuant to the preceding paragraph. Such attestation
shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the Securities Act and the Exchange Act;"
(i) Section 7.05(a)(iii) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:
"cause each Subservicer, and each Subcontractor determined by the Seller
pursuant to Subsection 7.06(b) to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser
and any Master Servicer an assessment of compliance and accountants'
attestation as and when provided in paragraphs (a) and (b) of this Section;
and"
(j) Section 7.05(a)(iv) of the Purchase Agreement 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 Servicer, in the form
attached hereto as Exhibit 11. In addition to providing the Sarbanes
Certification, the Servicer shall also cooperate with the Depositor and
provide such additional information as the Depositor may reasonably request
with respect thereto."
(k) The first sentence of Section 7.06(a) is amended to add the
Master Servicer as a party that the Seller need not seek consent
from for the utilization of any Subservicer. The third sentence of
Section 7.06(a) is amended to require the Company to cause any
Subservicer or Subcontractor to comply with all of the following
Sections of the Purchase Agreement: Section 7.02, Section 7.03(c),
(e), (f) and (g), Section 7.04, Section 7.05, Section 7.06(a) and
Section 7.07.
(l) The first paragraph of Section 7.06(b) is hereby amended and
restated in its entirety as follows:
"It shall not be necessary for the Seller to seek the consent of the Purchaser
or any Master Servicer to the utilization of any Subcontractor. The Seller
shall promptly upon request provide to the Purchaser and any Master Servicer a
written description (in form and substance satisfactory to the Purchaser and
such Master Servicer) of the role and function of each Subcontractor utilized
by the Seller or any Subservicer, specifying (i) the identity of each such
Subcontractor, (ii) which, if any, of such Subcontractors are "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB,
and (iii) which elements of the Servicing Criteria will be addressed in
assessments of compliance provided by each Subcontractor identified pursuant
to clause (ii) of this paragraph.""
(m) The last sentence of the second paragraph of Section 7.06(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 Section 7.05.
(n) Section 7.07(a) of the Purchase Agreement is hereby amended
and restated in its entirety as follows:
10
"The Seller shall indemnify the Purchaser, each affiliate of the Purchaser,
and each of the following parties participating in a Securitization
Transaction: each sponsor and issuing entity; each Person, including but not
limited to, any Master Servicer, 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, and of the Depositor
(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:
(o) Section 7.07(a)(ii) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:
"(ii) any breach by the Company under this Section 7, including particularly
any failure by the Company, any Subservicer, any Subcontractor to deliver any
information, report, certification, accountants' letter or other material when
and as required, under this Section 7, including any failure by the Company to
identify pursuant to Section 7.06(b) any Subcontractor "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB;"
(p) The following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
7.07(b)(i) of the Purchase Agreement:
"(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)"
(q) The following is added as Section 7.07(c) of the Purchase
Agreement:
"(c) 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."
(r) Exhibit 11 to the Purchase Agreement is hereby replaced in its
entirety with the Amended and Restated Exhibit 11 attached to this
Assignment as Exhibit C-1.
(s) Exhibit 12 to the Purchase Agreement is hereby replaced in its
entirety with the Amended and Restated Exhibit 12 attached to this
Assignment as Exhibit A-1.
(t) Written notice provided in compliance with Sections 7.03(d),
(e) or (f) of the Purchase Agreement shall be substantially in the
form of Exhibit B-1 to this Agreement.
7. 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
11
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.
8. Continuing Effect
Except as contemplated hereby, the Agreements shall remain in full force
and effect in accordance with its terms.
9. 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.
10. Notices
Any notices or other communications permitted or required under the
Agreements to be made to the Depositor, MSMCI, the Seller, the Servicer and
the Trustee shall be made in accordance with the terms of the related
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 2006-7
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 2006-7
12
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 2006-7
In the case of the Seller and the Servicer:
Xxxxxx Xxxxxxx Credit Corporation
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Law Division, Secondary Marketing
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 related
Agreement.
11. Ratification
Except as modified and expressly amended by this Assignment, the
Agreements are in all respects ratified and confirmed, and all terms,
provisions and conditions thereof shall be and remain in full force and
effect.
12. 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.
13. Definitions
Any capitalized term used but not defined in this Assignment has the
same meaning as in the Agreements.
[SIGNATURE PAGE FOLLOWS]
13
IN WITNESS WHEREOF, the parties hereto have executed this Assignment the
day and year first above written.
XXXXXX XXXXXXX MORTGAGE CAPITAL INC.
By: /s/ Xxxxxxx Xxx
-----------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
XXXXXX XXXXXXX CAPITAL I INC.
By: /s/ Xxxxxxx Xxx
-----------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
XXXXXX XXXXXXX CREDIT CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
Acknowledged and Agreed:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee of Xxxxxx Xxxxxxx
Mortgage Loan Trust 2006-7
By: /s/ Xxxxxxxxxxx Xxxxx
-------------------------------
Name: Xxxxxxxxxxx Xxxxx
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 payment MM/DD/YYYY
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 claim MM/DD/YYYY
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 bankruptcy MM/DD/YYYY
has been approved by the courts
----------------------------------------------------------------------------------------------------
BANKRUPTCY_DCHRG_DISM_DATE The 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 Approved MM/DD/YYYY
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 Actually MM/DD/YYYY
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 Attorney MM/DD/YYYY
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
foreclosure sale. commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
EVICTION_START_DATE The date the servicer initiates eviction MM/DD/YYYY
of the borrower.
----------------------------------------------------------------------------------------------------
EVICTION_COMPLETED_DATE The date the court revokes legal MM/DD/YYYY
possession of the property from the
borrower.
----------------------------------------------------------------------------------------------------
LIST_PRICE The price at which an REO property is 2 No
marketed. commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
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 2 No
property. commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
OFFER_DATE_TIME The date an offer is received by DA Admin MM/DD/YYYY
or by 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 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 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 MM/DD/YYYY
With 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 MM/DD/YYYY
Claim Payment
----------------------------------------------------------------------------------------------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On 2 No
Claim commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance MM/DD/YYYY
Company
----------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance 2 No
Company commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was MM/DD/YYYY
Issued By The Pool Insurer
----------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance 2 No
Company 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
($)
----------------------------------------------------------------------------------------------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the MM/DD/YYYY
Veterans Admin
----------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim MM/DD/YYYY
Payment
----------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No
commas(,)
or
dollar
signs
($)
----------------------------------------------------------------------------------------------------
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 Delinquency Description
Code
--------------------------------------------------------
001 FNMA-Death of principal mortgagor
002 FNMA-Illness of principal mortgagor
003 FNMA-Illness of mortgagor's family
member
004 FNMA-Death of mortgagor's family
member
005 FNMA-Marital difficulties
006 FNMA-Curtailment of income
007 FNMA-Excessive Obligation
008 FNMA-Abandonment of property
009 FNMA-Distant employee transfer
--------------------------------------------------------
011 FNMA-Property problem
012 FNMA-Inability to sell property
013 FNMA-Inability to rent property
014 FNMA-Military Service
015 FNMA-Other
016 FNMA-Unemployment
017 FNMA-Business failure
019 FNMA-Casualty loss
022 FNMA-Energy environment costs
023 FNMA-Servicing problems
026 FNMA-Payment adjustment
027 FNMA-Payment dispute
029 FNMA-Transfer of ownership pending
030 FNMA-Fraud
031 FNMA-Unable to contact borrower
INC FNMA-Incarceration
--------------------------------------------------------
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
-----------------------------------------------------
------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
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 assigned to Text up to 10 digits 10
each loan by the investor.
------------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR A unique number assigned to a Text up to 10 digits 10
loan by the Servicer. This may
be different than the LOAN_NBR.
------------------------------------------------------------------------------------------------------------
BORROWER_NAME The borrower name as received Maximum length of 30 (Last, 30
in the file. It is not First)
separated by first and last
name.
------------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT Scheduled monthly principal and 2 No commas(,) or dollar 11
scheduled interest payment that signs ($)
a borrower is expected to pay,
P&I constant.
------------------------------------------------------------------------------------------------------------
NOTE_INT_RATE The loan interest rate as 4 Max length of 6 6
reported by the Servicer.
------------------------------------------------------------------------------------------------------------
NET_INT_RATE The loan gross interest rate 4 Max length of 6 6
less the service fee rate as
reported by the Servicer.
------------------------------------------------------------------------------------------------------------
SERV_FEE_RATE The servicer's fee rate for a 4 Max length of 6 6
loan as reported by the
Servicer.
------------------------------------------------------------------------------------------------------------
SERV_FEE_AMT The servicer's fee amount for a 2 No commas(,) or dollar 11
loan as reported by the signs ($)
Servicer.
------------------------------------------------------------------------------------------------------------
NEW_PAY_AMT The new loan payment amount as 2 No commas(,) or dollar 11
reported by the Servicer. signs ($)
------------------------------------------------------------------------------------------------------------
NEW_LOAN_RATE The new loan rate as reported 4 Max length of 6 6
by the Servicer.
------------------------------------------------------------------------------------------------------------
ARM_INDEX_RATE The index the Servicer is using 4 Max length of 6 6
to calculate a forecasted rate.
------------------------------------------------------------------------------------------------------------
ACTL_BEG_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar 11
balance at the beginning of the signs ($)
processing cycle.
------------------------------------------------------------------------------------------------------------
ACTL_END_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar 11
balance at the end of the signs ($)
processing cycle.
------------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE The date at the end of MM/DD/YYYY 10
processing cycle that the
borrower's next payment is due
to the Servicer, as reported by
Servicer.
------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_1 The first curtailment amount to 2 No commas(,) or dollar 11
be applied. signs ($)
------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_1 The curtailment date associated MM/DD/YYYY 10
with the first curtailment
amount.
------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_1 The curtailment interest on the 2 No commas(,) or dollar 11
first curtailment amount, if signs ($)
applicable.
------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_2 The second curtailment amount 2 No commas(,) or dollar 11
to be applied. signs ($)
------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_2 The curtailment date associated MM/DD/YYYY 10
with the second curtailment
amount.
------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_2 The curtailment interest on the 2 No commas(,) or dollar 11
second curtailment amount, if signs ($)
applicable.
------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_3 The third curtailment amount to 2 No commas(,) or dollar 11
be applied. signs ($)
------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_3 The curtailment date associated MM/DD/YYYY 10
with the third curtailment
amount.
------------------------------------------------------------------------------------------------------------
CURT_ADJ_AMT_3 The curtailment interest on the 2 No commas(,) or dollar 11
third curtailment amount, if signs ($)
applicable.
------------------------------------------------------------------------------------------------------------
PIF_AMT The loan "paid in full" amount 2 No commas(,) or dollar 11
as reported by the Servicer. signs ($)
------------------------------------------------------------------------------------------------------------
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, , 60=PIF,
loan. 63=Substitution,
65=Repurchase,70=REO
-----------------------------------------------------------------------------------------------------------
INT_ADJ_AMT The amount of the interest 2 No commas(,) or dollar 11
adjustment as reported by the signs ($)
Servicer.
-----------------------------------------------------------------------------------------------------------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor 2 No commas(,) or dollar 11
Adjustment signs ($)
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
amount, if applicable
-----------------------------------------------------------------------------------------------------------
NON_ADV_LOAN_AMT The Non Recoverable Loan 2 No commas(,) or dollar 11
Amount, if applicable. signs ($)
-----------------------------------------------------------------------------------------------------------
LOAN_LOSS_AMT The amount the Servicer is 2 No commas(,) or dollar 11
passing as a loss, if signs ($)
applicable.
-----------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL The scheduled outstanding 2 No commas(,) or dollar 11
principal amount due at the signs ($)
beginning of the cycle date to
be passed through to investors.
---------------------------------------------------------------------------- ------------------------------
SCHED_END_PRIN_BAL The scheduled principal balance 2 No commas(,) or dollar 11
due to investors at the end of signs ($)
a processing cycle.
-----------------------------------------------------------------------------------------------------------
SCHED_PRIN_AMT The scheduled principal amount 2 No commas(,) or dollar 11
as reported by the Servicer for signs ($)
the current cycle -- only
applicable for
Scheduled/Scheduled Loans.
-----------------------------------------------------------------------------------------------------------
SCHED_NET_INT The scheduled gross interest 2 No commas(,) or dollar 11
amount less the service fee signs ($)
amount for the current cycle as
reported by the Servicer --
only applicable for
Scheduled/Scheduled Loans.
-----------------------------------------------------------------------------------------------------------
ACTL_PRIN_AMT The actual principal amount 2 No commas(,) or dollar 11
collected by the Servicer for signs ($)
the current reporting cycle --
only applicable for
Actual/Actual Loans.
-----------------------------------------------------------------------------------------------------------
ACTL_NET_INT The actual gross interest 2 No commas(,) or dollar 11
amount less the service fee signs ($)
amount for the current
reporting cycle as reported by
the Servicer -- only applicable
for Actual/Actual Loans.
-----------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT The penalty amount received 2 No commas(,) or dollar 11
when a borrower prepays on his signs ($)
loan as reported by the
Servicer.
-----------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount 2 No commas(,) or dollar 11
for the loan waived by the signs ($)
servicer.
-----------------------------------------------------------------------------------------------------------
MOD_DATE The Effective Payment Date of MM/DD/YYYY 10
the Modification for the loan.
-----------------------------------------------------------------------------------------------------------
MOD_TYPE The Modification Type. Varchar - value can be 30
alpha or numeric
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
DELINQ_P&I_ADVANCE_AMT The current outstanding 2 No commas(,) or dollar 11
principal and interest advances signs ($)
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.
(u)
(v) 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. (w) Credits:
14-21.Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid
instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee * All other credits
need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial
proceeds and line (18b) for Part B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
------------------------------------------
23. The total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis ( ).
--------------------------------------------------------------------------------
Exhibit 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 Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
------------------- ----------------- ----------------- ---------------- ----------------- ----------------- ----------------
------------------- ----------------- ----------------- ---------------- ----------------- ----------------- ----------------
------------------- ----------------- ----------------- ---------------- ----------------- ----------------- ----------------
------------------- ----------------- ----------------- ---------------- ----------------- ----------------- ----------------
------------------- ----------------- ----------------- ---------------- ----------------- ----------------- ----------------
------------------- ----------------- ----------------- ---------------- ----------------- ----------------- ----------------
------------------- ----------------- ----------------- ---------------- ----------------- ----------------- ----------------
------------------- ----------------- ----------------- ---------------- ----------------- ----------------- ----------------
------------------- ----------------- ----------------- ---------------- ----------------- ----------------- ----------------
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
----------------------------------------------------------------------------------------------
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in X
1122(d)(1)(i) accordance with the transaction agreements.
----------------------------------------------------------------------------------------------
If any material servicing activities are
outsourced to third parties, policies and X
procedures are instituted to monitor the third
party's performance and compliance with such
1122(d)(1)(ii) servicing activities.
----------------------------------------------------------------------------------------------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained.
----------------------------------------------------------------------------------------------
A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function X
throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of the
1122(d)(1)(iv) transaction agreements.
----------------------------------------------------------------------------------------------
Cash Collection and Administration
----------------------------------------------------------------------------------------------
Payments on mortgage loans are deposited into the
appropriate custodial bank accounts and related bank clearing X
accounts no more than two business days following receipt, or
such other number of days specified in the transaction
1122(d)(2)(i) agreements.
----------------------------------------------------------------------------------------------
Disbursements made via wire transfer on behalf of an obligor X
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
----------------------------------------------------------------------------------------------
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees charged X
for such advances, are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
----------------------------------------------------------------------------------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of X
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
----------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign X
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 X
1122(d)(2)(vi) prevent unauthorized access.
----------------------------------------------------------------------------------------------
Reconciliations are prepared on a monthly
basis for all asset-backed securities related bank
accounts, including custodial accounts and related bank
clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other X
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
1122(d)(2)(vii) agreements.
----------------------------------------------------------------------------------------------
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 X
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
1122(d)(3)(i) Servicer.
----------------------------------------------------------------------------------------------
Amounts due to investors are allocated and
remitted in accordance with timeframes, distribution X
priority and other terms set forth in the transaction
1122(d)(3)(ii) agreements.
----------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted
within two business days to the Servicer's investor records, X
or such other number of days specified in the transaction
agreements.
----------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the
investor reports agree with cancelled checks, or other X
form of payment, or custodial bank statements.
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
----------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------
Pool Asset Administration
----------------------------------------------------------------------------------------------
Collateral or security on mortgage loans is
maintained as required by the transaction agreements or X
1122(d)(4)(i) related mortgage loan documents.
----------------------------------------------------------------------------------------------
Mortgage loan and related documents are X
1122(d)(4)(ii) safeguarded as required by the transaction agreements
----------------------------------------------------------------------------------------------
Any additions, removals or substitutions to
the asset pool are made, reviewed and approved in X
accordance with any conditions or requirements in the
1122(d)(4)(iii) transaction agreements.
----------------------------------------------------------------------------------------------
Payments on mortgage loans, including any
payoffs, made in accordance with the related mortgage loan X
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
1122(d)(4)(iv) loan documents.
----------------------------------------------------------------------------------------------
The Servicer's records regarding the mortgage loans
agree with the Servicer's records with respect to an X
1122(d)(4)(v) obligor's unpaid principal balance.
----------------------------------------------------------------------------------------------
Changes with respect to the terms or status
of an obligor's mortgage loans (e.g., loan modifications X
or re-agings) are made, reviewed and approved by authorized
personnel in accordance with the transaction agreements and
1122(d)(4)(vi) related pool asset documents.
----------------------------------------------------------------------------------------------
Loss mitigation or recovery actions (e.g.,
forbearance plans, modifications and deeds in lieu of
foreclosure, foreclosures and repossessions, as applicable) X
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 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 X
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
1122(d)(4) deemed temporary (e.g., illness or unemployment).
(viii)
---------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
----------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------
Adjustments to interest rates or rates of return
for mortgage loans with variable rates are computed X
1122(d)(4)(ix) based on the related mortgage loan documents.
----------------------------------------------------------------------------------------------
Regarding any funds held in trust for an 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 X
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
1122(d)(4)(x) transaction agreements.
----------------------------------------------------------------------------------------------
Payments made on behalf of an obligor (such as tax or
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the X
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
1122(d)(4)(xi) number of days specified in the transaction agreements
----------------------------------------------------------------------------------------------
Any late payment penalties in connection with any payment
to be made on behalf of an obligor are paid from X
the servicer's funds and not charged to the obligor, unless
the late payment was due to the obligor's error or
122(d)(4)(xii) omission.
----------------------------------------------------------------------------------------------
Disbursements made on behalf of an obligor
are posted within two business days to the obligor's X
records maintained by the servicer, or such other number of
122(d)(4)(xiii) days specified in the transaction agreements.
----------------------------------------------------------------------------------------------
Delinquencies, charge-offs and uncollectible
accounts are recognized and recorded in accordance with X
122(d)(4)(xiv) the transaction agreements.
----------------------------------------------------------------------------------------------
Any external enhancement or other support, identified
in Item 1114(a)(1) through (3) or Item 1115 of Regulation X
AB, is maintained as set forth in the transaction
1122(d)(4)(xv) agreements.
---------------------------------------------------------------------------------------------
[XXXXXX XXXXXXX CREDIT CORPORATION]
[NAME OF SUBSERVICER]
Date: ________________________________
By: __________________________________
Name:
Title:
EXHIBIT B-1
Additional Disclosure Notification
Xxxxx Fargo Bank, N.A. as [Securities Administrator and Master Servicer]
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate Trust Services - MSM 2006-7 - SEC REPORT PROCESSING
RE: **Additional Form [ ] Disclosure**Required
Ladies and Gentlemen:
In accordance with Section [7.03(d)][7.03(e)][7.03(g)] of the Purchase
Agreement, dated as of November 1, 2005, as amended by the Assignment,
Assumption and Recognition Agreement dated as of May 1, 2006 among Xxxxxx
Xxxxxxx Capital I Inc., as Depositor, Xxxxxx Xxxxxxx Credit Corporation, Xxxxx
Fargo Bank, National Association, as Master Servicer, and LaSalle Bank
National Association as Trustee. The Undersigned hereby notifies you that
certain events have come to our attention that [will][may] need to be
disclosed on Form [ ].
Description of Additional Form [ ] Disclosure:
List of Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any inquiries related to this notification should be directed to [ ],
phone number: [ ]; email address: [ ].
[NAME OF PARTY]
as [role]
By: __________________________
Name:
Title:
EXHIBIT C-1
FORM OF ANNUAL CERTIFICATION
Re: The [ ] agreement dated as of [ ], 200[ ]
(the "Agreement"), among [IDENTIFY PARTIES]
I, ________________________________, the _____________________ of Xxxxxx
Xxxxxxx Credit 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 12 to the Purchase 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.
Date:
------------------------------------
By:
------------------------------------
Name:
Title:
