Exhibit 99.10(a)
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of February 1, 2006, is entered into among Xxxxxx
Xxxxxxx Capital I Inc., a Delaware corporation (the "Depositor"), Xxxxxx
Xxxxxxx Mortgage Capital Inc. ("MSMCI"), 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 2006-3AR (the
"Trust"), and Xxxxx Fargo Bank, National Association, as master servicer (or
any successor master servicer, the "Master Servicer").
RECITALS
WHEREAS MSMCI, the Seller and the Servicer have entered into a certain
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.
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(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: 50896100, MSM 2006-3AR
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 Xxxxxxx, XXX 0000-0XX
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:
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(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;
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(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:
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"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
February 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:
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"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
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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:
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"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 15 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:
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"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:
2
"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 II. 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 sentence of Section 7.06(b) is amended to add the
Master Servicer as a party that the Seller need not seek consent
from for the utilization of any Subservicer.
(m) The first clause of the second sentence of Section 7.06(b) is
hereby amended and restated in its entirety as follows:
"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,"
(n) 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.
(o) 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:
(p) 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 Article II, 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;"
(q) 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)"
(r) 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."
(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.
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
11
expenses arising out of or based upon a breach by the Master Servicer or any
of its officers, directors, agents or affiliates of its obligations in
connection with the preparation, filing and certification of any Form 10-K
pursuant to the Pooling and Servicing Agreement or the negligence, bad faith
or willful misconduct of the Master Servicer in connection therewith. In
addition, the Master Servicer shall indemnify and hold harmless the Servicer
and its affiliates, and in each case, its officers, directors and agents
from and against any losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments and other costs and
expenses arising out of or based upon a breach by any Servicer (as defined
in the Pooling and Servicing Agreement), other than the Servicer (as defined
herein), of its obligations in connection with any back-up certification (or
any other back-up documents) to any certification of any Form 10-K required
to be provided by the Master Servicer, but solely to the extent the Master
Servicer receives amounts from such Servicer in connection with any
indemnification provided by such Servicer (in each case as defined in the
Pooling and Servicing Agreement) to the Master Servicer.
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 2006-3AR
With a copy to:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel's Office
In the case of the Depositor:
Xxxxxx Xxxxxxx Capital I Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-3AR
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 2006-3AR
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/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Executive Director
XXXXXX XXXXXXX CAPITAL I INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
XXXXXX XXXXXXX CREDIT CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Acknowledged and Agreed:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee of Xxxxxx Xxxxxxx
Mortgage Loan Trust 2006-3AR
By: /s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Vice President
EXHIBIT I
Mortgage Loan Schedule
[see Schedule A to Pooling and Servicing Agreement]
Exhibit IIA: Standard File Layout - Delinquency Reporting
-------------------------------------------------------------------------------------------------------
Column/Header Name Description Decimal Format
Comment
-------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the
LOAN_NBR
-------------------------------------------------------------------------------------------------------
LOAN_NBR A unique identifier assigned to each loan
by the originator.
-------------------------------------------------------------------------------------------------------
CLIENT_NBR Servicer Client Number
-------------------------------------------------------------------------------------------------------
SERV_INVESTOR_NBR Contains a unique number as assigned by
an external servicer to identify a group
of loans in their system.
-------------------------------------------------------------------------------------------------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------------------------------------------------------------------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------------------------------------------------------------------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------------------------------------------------------------------------
PROP_STATE The state where the property located.
-------------------------------------------------------------------------------------------------------
PROP_ZIP Zip code where the property is located.
-------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment
is due to the servicer at the end of MM/DD/YYYY
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
-------------------------------------------------------------------------------------------------------
Page 1 of 34
Please be advised that failure to comply with ANY or all of the guidelines
entailed herein may result in issuance of late reporting fees.
(C) Copyright Xxxxx Fargo Bank, Corporate Trust Services
Contact us with Reporting Questions: XXXXxxxxxxXXX@XxxxxXxxxx.xxx
----------------------------
-------------------------------------------------------------------------------------------------------
FRCLSR_SALE_AMT The amount a property sold for at the 2 No commas(,)
foreclosure sale. or dollar
signs ($)
-------------------------------------------------------------------------------------------------------
EVICTION_START_DATE The date the servicer initiates eviction MM/DD/YYYY
of the borrower.
-------------------------------------------------------------------------------------------------------
EVICTION_COMPLETED_DATE The date the court revokes legal
MM/DD/YYYY possession of the property
from the borrower.
-------------------------------------------------------------------------------------------------------
LIST_PRICE The price at which an REO property is 2 No commas(,)
marketed. or dollar
signs ($)
-------------------------------------------------------------------------------------------------------
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 commas(,)
property. 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 commas(,)
Claim or dollar
signs ($)
-------------------------------------------------------------------------------------------------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance MM/DD/YYYY
Company
-------------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance 2 No commas(,)
Company or dollar
signs ($)
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
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 commas(,)
Company 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
Code Delinquency Description
--------------------------------------------------------
001 FNMA-Death of principal mortgagor
--------------------------------------------------------
002 FNMA-Illness of principal mortgagor
--------------------------------------------------------
003 FNMA-Illness of mortgagor's family
member
--------------------------------------------------------
004 FNMA-Death of mortgagor's family
member
--------------------------------------------------------
005 FNMA-Marital difficulties
--------------------------------------------------------
006 FNMA-Curtailment of income
--------------------------------------------------------
007 FNMA-Excessive Obligation
--------------------------------------------------------
008 FNMA-Abandonment of property
--------------------------------------------------------
009 FNMA-Distant employee transfer
--------------------------------------------------------
--------------------------------------------------------
011 FNMA-Property problem
--------------------------------------------------------
012 FNMA-Inability to sell property
--------------------------------------------------------
013 FNMA-Inability to rent property
--------------------------------------------------------
014 FNMA-Military Service
--------------------------------------------------------
015 FNMA-Other
--------------------------------------------------------
016 FNMA-Unemployment
--------------------------------------------------------
017 FNMA-Business failure
--------------------------------------------------------
019 FNMA-Casualty loss
--------------------------------------------------------
022 FNMA-Energy environment costs
--------------------------------------------------------
023 FNMA-Servicing problems
--------------------------------------------------------
026 FNMA-Payment adjustment
--------------------------------------------------------
027 FNMA-Payment dispute
--------------------------------------------------------
029 FNMA-Transfer of ownership pending
--------------------------------------------------------
030 FNMA-Fraud
--------------------------------------------------------
031 FNMA-Unable to contact borrower
--------------------------------------------------------
INC FNMA-Incarceration
--------------------------------------------------------
The FNMA Delinquent Status Code field should show the Status of Default as
follows:
-------------------------------------------------------
Status Code Status Description
-------------------------------------------------------
09 Forbearance
-------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan
Accepted
-------------------------------------------------------
24 Government Seizure
-------------------------------------------------------
26 Refinance
-------------------------------------------------------
27 Assumption
-------------------------------------------------------
28 Modification
-------------------------------------------------------
29 Charge-Off
-------------------------------------------------------
30 Third Party Sale
-------------------------------------------------------
31 Probate
-------------------------------------------------------
32 Military Indulgence
-------------------------------------------------------
43 Foreclosure Started
-------------------------------------------------------
44 Deed-in-Lieu Started
-------------------------------------------------------
49 Assignment Completed
-------------------------------------------------------
61 Second Lien Considerations
-------------------------------------------------------
62 Veteran's Affairs-No Bid
-------------------------------------------------------
63 Veteran's Affairs-Refund
-------------------------------------------------------
64 Veteran's Affairs-Buydown
-------------------------------------------------------
65 Chapter 7 Bankruptcy
-------------------------------------------------------
66 Chapter 11 Bankruptcy
-------------------------------------------------------
67 Chapter 13 Bankruptcy
-------------------------------------------------------
Exhibit IIC: Standard File Layout - Master Servicing
----------------------------------------------------------------------------------------------------------
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.
----------------------------------------------------------------------------------------------------------
Page 1 of 34
Please be advised that failure to comply with ANY or all of the guidelines
entailed herein may result in issuance of late reporting fees.
(C) Copyright Xxxxx Fargo Bank, Corporate Trust Services
Contact us with Reporting Questions: XXXXxxxxxxXXX@XxxxxXxxxx.xxx
----------------------------
ACTL_END_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs 11
balance at the end of the ($)
processing cycle.
----------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE The date at the end of MM/DD/YYYY 10
processing cycle that the
borrower's next payment is due
to the Servicer, as reported by
Servicer.
----------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_1 The first curtailment amount to 2 No commas(,) or dollar signs 11
be applied. ($)
----------------------------------------------------------------------------------------------------------
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 signs 11
first curtailment amount, if ($)
applicable.
----------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_2 The second curtailment amount to 2 No commas(,) or dollar signs 11
be applied. ($)
----------------------------------------------------------------------------------------------------------
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 signs 11
second curtailment amount, if ($)
applicable.
----------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_3 The third curtailment amount to 2 No commas(,) or dollar signs 11
be applied. ($)
----------------------------------------------------------------------------------------------------------
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 signs 11
third curtailment amount, if ($)
applicable.
----------------------------------------------------------------------------------------------------------
PIF_AMT The loan "paid in full" amount 2 No commas(,) or dollar signs 11
as reported by the Servicer. ($)
----------------------------------------------------------------------------------------------------------
PIF_DATE The paid in full date as MM/DD/YYYY 10
reported by the Servicer.
----------------------------------------------------------------------------------------------------------
ACTION_CODE The standard FNMA numeric code used Action Code Key: 2
to indicate the default/delinquent 15=Bankruptcy,
status of a particular loan. 30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
----------------------------------------------------------------------------------------------------------
INT_ADJ_AMT The amount of the interest 2 No commas(,) or dollar signs 11
adjustment as reported by the ($)
Servicer.
----------------------------------------------------------------------------------------------------------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor 2 No commas(,) or dollar signs 11
Adjustment ($)
----------------------------------------------------------------------------------------------------------
amount, if applicable.
----------------------------------------------------------------------------------------------------------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, 2 No commas(,) or dollar signs 11
if applicable. ($)
----------------------------------------------------------------------------------------------------------
LOAN_LOSS_AMT The amount the Servicer is passing 2 No commas(,) or dollar signs 11
as a loss, if applicable. ($)
----------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL The scheduled outstanding 2 No commas(,) or dollar signs 11
principal amount due at the ($)
beginning of the cycle date to be
passed through to investors.
----------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL The scheduled principal balance 2 No commas(,) or dollar signs 11
due to investors at the end of a ($)
processing cycle.
----------------------------------------------------------------------------------------------------------
SCHED_PRIN_AMT The scheduled principal amount as 2 No commas(,) or dollar signs 11
reported by the Servicer for the ($)
current cycle -- only applicable
for Scheduled/Scheduled Loans.
----------------------------------------------------------------------------------------------------------
SCHED_NET_INT The scheduled gross interest 2 No commas(,) or dollar signs 11
amount less the service fee amount
($) 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 signs 11
collected by the Servicer for the ($)
current reporting cycle -- only
applicable for Actual/Actual Loans.
----------------------------------------------------------------------------------------------------------
ACTL_NET_INT The actual gross interest amount 2 No commas(,) or dollar signs 11
less the service fee amount for ($)
the current reporting cycle as
reported by the Servicer -- only
applicable for Actual/Actual Loans.
----------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs 11
borrower prepays on his loan as ($)
reported by the Servicer.
--------------------- -------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for 2 No commas(,) or dollar signs 11
the loan waived by the servicer. ($)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
----------------------------------------------------------------------------------------------------------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
----------------------------------------------------------------------------------------------------------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal 2 No commas(,) or dollar signs 11
and interest advances made by ($)
Servicer.
----------------------------------------------------------------------------------------------------------
Exhibit C - Form of Monthly Remittance Report with Instructions
---------------------------------------------------------------
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.
(t)
(u) 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.
(v) 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.
Page 5 of 34
Please be advised that failure to comply with ANY or all of the guidelines
entailed herein may result in issuance of late reporting fees.
(C) Copyright Xxxxx Fargo Bank, Corporate Trust Services
Contact us with Reporting Questions: XXXXxxxxxxXXX@XxxxxXxxxx.xxx
----------------------------
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 Penalties Interest
(Tax /Ins.) Coverage Amount
--------------------------------------------------------------------------------
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EXHIBIT A-1
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of
Subservicer] shall address, at a minimum, the criteria identified as below
as "Applicable Servicing Criteria";
-------------------------------------------------------------------------------------------
Servicing Criteria Applicable
Servicing
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.
-------------------------------------------------------------------------------------------
1122(d)(1)(ii) If any material servicing activities are
outsourced to third parties, policies and
procedures are instituted to monitor the third X
party's performance and compliance with such
servicing activities.
-------------------------------------------------------------------------------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain
a back-up servicer for the mortgage loans are maintained. X
-------------------------------------------------------------------------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in
effect on the party participating in the servicing function
throughout the reporting period in the amount of coverage X
required by and otherwise in accordance with the terms of
the transaction agreements.
-------------------------------------------------------------------------------------------
Cash Collection and Administration
-------------------------------------------------------------------------------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the
appropriate custodial bank accounts and related bank
clearing accounts no more than two business days following X
receipt, or such other number of days specified in the
transaction agreements.
-------------------------------------------------------------------------------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized X
personnel.
-------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections,
cash flows or distributions, and any interest or other fees X
charged for such advances, are made, reviewed and approved
as specified in the transaction agreements.
-------------------------------------------------------------------------------------------
1122(d)(2)(iv) The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., X
with respect to commingling of cash) as set forth in the
transaction agreements.
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Servicing Criteria Applicable
Servicing
Criteria
-------------------------------------------------------------------------------------------
Reference Criteria
-------------------------------------------------------------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a X
federally insured depository institution as set
forth in the transaction agreements. For
purposes of this criterion, "federally insured
depository institution" with respect to a foreign
financial institution means a foreign financial
institution that meets the requirements of
Rule 13k-1 (b)(1) of the Securities Exchange Act.
-------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent X
unauthorized access.
-------------------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis X
for all asset-backed securities related bank
accounts, including custodial accounts and
related bank clearing accounts. These
reconciliations are (A) mathematically accurate;
(B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number
of days specified in the transaction
agreements; (C) reviewed and approved by someone
other than the person who prepared the
reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are
resolved within 90 calendar days of their
original identification, or such other number of
days specified in the transaction agreements.
-------------------------------------------------------------------------------------------
Investor Remittances and Reporting
-------------------------------------------------------------------------------------------
1122(d)(3)(i) Reports to investors, including those to be filed X
with the Commission, are maintained in accordance
with the transaction agreements and applicable
Commission requirements. Specifically, such
reports (A) are prepared in accordance with
timeframes and other terms
set forth in the transaction agreements; (B)
provide information calculated in accordance with
the terms specified in the transaction
agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D)
agree with investors' or the trustee's records as
to the total unpaid principal balance and number
of mortgage loans serviced by the Servicer.
-------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and
remitted in accordance with timeframes,
distribution priority and other terms set X
forth in the transaction agreements.
-------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted
within two business days to the Servicer's
investor records, or such other number of days X
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.
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Servicing Criteria Applicable
Servicing
Criteria
-------------------------------------------------------------------------------------------
Reference Criteria
-------------------------------------------------------------------------------------------
Pool Asset Administration
-------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is X
maintained as required by the transaction
agreements or related mortgage loan documents.
-------------------------------------------------------------------------------------------
1122(d)(4)(ii) Mortgage loan and related documents are
safeguarded as required by the transaction X
agreements
-------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to
the asset pool are made, reviewed and approved
in accordance with any conditions or requirements X
in the transaction agreements.
-------------------------------------------------------------------------------------------
1122(d)(4)(iv) Payments on mortgage loans, including any X
payoffs, made in accordance with the related
mortgage loan documents are posted to the
Servicer's obligor records maintained no more
than two business days after receipt, or such
other number of days specified in the transaction
agreements, and allocated to principal, interest
or other items (e.g., escrow) in
accordance with the related mortgage loan
documents.
-------------------------------------------------------------------------------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage
loans agree with the Servicer's records with X
respect to an obligor's unpaid principal balance.
-------------------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status
of an obligor's mortgage loans (e.g., loan
modifications or re-agings) are made, reviewed X
and approved by authorized personnel in accordance
with the transaction agreements and related pool
asset documents.
-------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., X
forbearance plans, modifications and deeds in
lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated,
conducted and concluded in accordance with the
timeframes or other requirements established
by the transaction agreements.
-------------------------------------------------------------------------------------------
1122(d)(4)(viii)Records documenting collection efforts are X
maintained during the period a mortgage loan is
delinquent in accordance with the transaction
agreements. Such records are maintained on at
least a monthly basis, or such other period
specified in the transaction agreements, and
describe the entity's activities in monitoring
delinquent mortgage loans including, for example,
phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Servicing Criteria Applicable
Servicing
Criteria
-------------------------------------------------------------------------------------------
Reference Criteria
-------------------------------------------------------------------------------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return X
for mortgage loans with variable rates are
computed based on the related mortgage loan
documents.
-------------------------------------------------------------------------------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor X
(such as escrow accounts): (A) such funds are
analyzed, in accordance with the obligor's mortgage loan
documents, on at least an annual basis, or such other period
specified in the transaction agreements; (B) interest on
such funds is paid, or credited, to obligors in accordance
with applicable mortgage loan documents and state laws; and
(C) such funds are returned to the obligor within 30
calendar days of full repayment of the related mortgage
loans, or such other number of days specified in the
transaction agreements.
-------------------------------------------------------------------------------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as X
tax or insurance payments) are made on or before
the related penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided
that such support has been received by the servicer at least
30 calendar days prior to these dates, or such other number
of days specified in the transaction agreements.
-------------------------------------------------------------------------------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment
to be made on behalf of an obligor are paid from the
servicer's funds and not charged to the obligor, unless the X
late payment was due to the obligor's error or omission.
-------------------------------------------------------------------------------------------
1122(d)(4)(xiii)Disbursements made on behalf of an obligor are posted
within two business days to the obligor's records maintained X
by the servicer, or such other number of days specified in
the transaction agreements.
-------------------------------------------------------------------------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible X
accounts are recognized and recorded in
accordance with the transaction agreements.
-------------------------------------------------------------------------------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in
Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, X
is maintained as set forth in the transaction agreements.
-------------------------------------------------------------------------------------------
[XXXXXX XXXXXXX CREDIT CORPORATION]
[NAME OF SUBSERVICER]
Date:
------------------------------------
By:
------------------------------------
Name:
Title:
