Exhibit 99.7(a)
EXECUTION COPY
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT (this "Agreement"), dated
of October 1, 2006, is entered into among Xxxxxx Xxxxxxx Capital I Inc., a
Delaware corporation (the "Assignee"), Xxxxxx Xxxxxxx Mortgage Capital Inc.
(the "Assignor"), Fifth Third Mortgage Company, an Ohio corporation (the
"Company"), and acknowledged by LaSalle Bank National Association, as trustee
(the "Trustee") of Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-15XS (the "Trust"),
and Xxxxx Fargo Bank, National Association, as master servicer (or any
successor master servicer, the "Master Servicer"):
For and in consideration of the sum of TEN DOLLARS ($10.00) and
other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
Assignment and Conveyance
-------------------------
The Assignor hereby conveys, sells, grants, transfers and assigns to
the Assignee all of the right, title and interest of the Assignor, as
purchaser, in, to and under and all obligations related to (a) those certain
Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached
hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below,
that certain Second Amended and Restated Mortgage Loan Sale and Servicing
Agreement (the "Sale and Servicing Agreement"), dated as of July 1, 2006,
between the Assignor, as purchaser (the "Purchaser"), and the Company, as
seller and as servicer, solely insofar as the Sale and Servicing Agreement
relates to the Mortgage Loans.
The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to (a) Subsection 7.05 of the
Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and
Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage
Loan Schedule and are not the subject of this Agreement.
Recognition of the Company
--------------------------
2. From and after October 31, 2006 (the "Closing Date"), the Company
shall and does hereby recognize that the Assignee will transfer the
Mortgage Loans and assign its rights and obligations under the Sale and
Servicing Agreement (solely to the extent set forth herein) and this
Agreement to the Trust created pursuant to a Pooling and Servicing
Agreement, dated as of October 1, 2006 (the "Pooling Agreement"), among
the Assignee, the Trustee and Xxxxx Fargo Bank, National Association, as
master servicer and as securities administrator. The Company hereby
acknowledges and agrees that from and after the Closing Date (i) the
Trust will be the owner of the Mortgage Loans, (ii) the Company shall
look solely to the Trust for performance of any obligations of the
Assignor insofar as they relate to the Mortgage Loans, (iii) except as
provided in the preceding paragraph, the Trust (including the Trustee and
the Master Servicer acting on the Trust's behalf) shall have all the
rights and remedies available to the Assignor, insofar as they relate to
the Mortgage Loans, under the Sale and Servicing Agreement (as modified
by Section 6 below), including, without limitation, the enforcement of
the document delivery requirements set forth in
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Section 6 of the Sale and Servicing Agreement, and shall be entitled to
enforce all of the obligations of the Company thereunder insofar as they
relate to the Mortgage Loans, and (iv) all references to the Purchaser,
the Custodian or the Bailee under the Sale and Servicing Agreement
insofar as they relate to the Mortgage Loans, shall be deemed to refer to
the Trust (including the Trustee and the Master Servicer acting on the
Trust's behalf). Such rights will include, without limitation, the right
to terminate the Company, as servicer (in such capacity, the "Servicer"),
under the Sale and 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 Sale and Servicing Agreement, the right to
receive all monthly reports and other data required to be delivered by
the Servicer under the Sale and Servicing Agreement, the right to examine
the books and records of the Servicer to the extent provided in the Sale
and Servicing Agreement, indemnification rights and the right to exercise
certain rights of consent and approval relating to actions taken by
Assignor. Neither the Company nor the Assignor shall amend or agree to
amend, modify, waive, or otherwise alter any of the terms or provisions
of the Sale and Servicing Agreement which amendment, modification, waiver
or other alteration would in any way affect the Mortgage Loans or the
Company's performance under the Sale and Servicing Agreement with respect
to the Mortgage Loans without the prior written consent of the Master
Servicer. 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: 50955000, MSM 2006-15XS
The Servicer shall deliver all reports required to be delivered under the
Servicing Agreement to the Master Servicer at the following address:
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager, MSM 2006-15XS
Office Number: (000) 000-0000
Telecopier: (000) 000-0000
Representations and Warranties of the Company
---------------------------------------------
3. The Company warrants and represents to the Assignor, the Assignee, the
Master Servicer and the Trust as of the date hereof that:
The Company is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation;
The Company has full power and authority to execute, deliver and
perform its obligations under this Agreement and has full power and
authority to perform its
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obligations under the Sale and Servicing Agreement. The execution by the
Company of this Agreement is in the ordinary course of the Company's
business and will not conflict with, or result in a breach of, any of the
terms, conditions or provisions of the Company's charter or bylaws or any
legal restriction, or any material agreement or instrument to which the
Company is now a party or by which it is bound, or result in the
violation of any law, rule, regulation, order, judgment or decree to
which the Company or its property is subject. The execution, delivery and
performance by the Company of this Agreement have been duly authorized by
all necessary corporate action on part of the Company. This Agreement has
been duly executed and delivered by the Company, and, upon the due
authorization, execution and delivery by the Assignor, the Assignee, the
Master Servicer and the Trust, will constitute the valid and legally
binding obligation of the Company, enforceable against the Company in
accordance with its terms except as enforceability may be limited by
bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and
by general principles of equity regardless of whether enforceability is
considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be
obtained or made by the Company in connection with the execution,
delivery or performance by the Company of this Agreement; and
There is no action, suit, proceeding or investigation pending or
threatened against the Company, before any court, administrative agency
or other tribunal, which would draw into question the validity of this
Agreement or the Sale and Servicing Agreement, or which, either in any
one instance or in the aggregate, would result in any material adverse
change in the ability of the Company to perform its obligations under
this Agreement or the Sale and Servicing Agreement, and the Company is
solvent.
The Servicer hereby represents and warrants to the Assignee that, to
the extent the Mortgage Loans will be part of a REMIC, the Servicer shall
service the Mortgage Loans and any real property acquired upon default
thereof (including, without limitation, making or permitting any
modification, waiver or amendment of any term of any Mortgage Loan) in
accordance with the Servicing Agreement, but in no event in a manner that
would (a) cause the REMIC to fail or qualify as a REMIC or (b) result in
the imposition of a tax upon the REMIC (including, but not limited to,
the tax on prohibited transactions as defined in Section 860F(a)(2) of
the Code, the tax on contributions to a REMIC set forth in Section
860G(d) of the Code and the tax on "net income from foreclosure property"
as set forth in Section 860G(c) of the Code).
4. (a) Pursuant to Section 15 of the Sale and Servicing Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee, the Master Servicer and the Trust, that the representations and
warranties set forth in Subsection 7.01 and Subsection 7.02 of the Sale and
Servicing Agreement with respect to the Mortgage Loans are true and correct as
of the date hereof as if such representations and warranties were made on the
date hereof unless otherwise specifically stated in such representations and
warranties.
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(b) It is expressly understood and agreed by the parties hereto that
(i) this Agreement 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,
(ii) each of the representations, undertakings and agreements herein made on
the part of assignee is made and intended not as personal representations,
undertakings and agreements by LaSalle Bank National Association but is made
and intended for the purpose of binding only the Trust, (iii) nothing herein
contained shall be construed as creating any liability for LaSalle Bank
National Association, individually or personally, to perform any covenant
(either express or implied) contained herein and (iv) under no circumstances
shall LaSalle Bank National Association be personally liable for the payment
of any indebtedness or expenses of the Trust, or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under this Agreement and (v) all recourse for any
payment liability or other obligation of the Assignee shall be had solely to
the assets of the Trust.
Remedies for Breach of Representations and Warranties
-----------------------------------------------------
5. The Company hereby acknowledges and agrees that the remedies
available to the Assignor, the Assignee, the Master Servicer and the Trust
(including the Trustee acting on the Trust's behalf) in connection with any
breach of the representations and warranties made by the Company set forth in
Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Sale
and Servicing Agreement as if they were set forth herein (including without
limitation the repurchase and indemnity obligations set forth therein).
Amendments to Sale and Servicing Agreement
------------------------------------------
6. The parties to this Agreement hereby agree to amend the Sale and
Servicing Agreement solely with respect to the Mortgage Loans as follows:
(a) The following definitions are inserted to Section 1 of
the Sale and Servicing Agreement:
Eligible Account: Any of (i) an account or accounts
maintained with a federal or state chartered depository institution
or trust company the short-term unsecured debt obligations of which
(or, in the case of a depository institution or trust company that
is the principal subsidiary of a holding company, the debt
obligations of such holding company) have the highest short-term
ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository
institution or trust company in which such accounts are insured by
the FDIC or the SAIF (to the limits established by the FDIC or the
SAIF) and the uninsured deposits in which accounts are otherwise
secured such that, as evidenced by an Opinion of Counsel delivered
to the Trustee and to each Rating Agency, the Certificateholders
have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral
(which shall be limited to Eligible Investments) securing such funds
that is superior to claims of any other depositors or creditors of
the depository institution or trust company in which such account is
maintained, or (iii) a trust
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account or accounts maintained with the trust department of a
federal or state chartered depository institution or trust company,
acting in its fiduciary capacity or (iv) any other account
acceptable to each Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency. Eligible Accounts may bear
interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee, the Securities
Administrator or the Master Servicer.
Rating Agency: Any of Standard & Poor's, Xxxxx'x Investors Service,
Inc. or Fitch, Inc. or any successors thereto, rating one or more
classes of certificates issued by the Trust.
(b) The following definitions in Section 1 of the Sale and Servicing
Agreement are amended and restated in their entirety as follows:
Permitted Investments: At any time, any one or more of the
following obligations and securities:
(i) obligations of the United States or any agency
thereof, provided that such obligations are backed by the full
faith and credit of the United States;
(ii) general obligations of or obligations guaranteed by
any state of the United States or the District of Columbia
receiving the highest long-term debt rating of each Rating
Agency, or such lower rating as shall not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed
writing delivered by each Rating Agency;
(iii) commercial or finance company paper which is then
receiving the highest commercial or finance company paper
rating of each Rating Agency rating such paper, or such lower
rating as shall not result in the downgrading or withdrawal of
the ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each
Rating Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United States
or of any state thereof and subject to supervision and
examination by federal and/or state banking authorities,
provided that the commercial paper and/or long-term unsecured
debt obligations of such depository institution or trust
company (or in the case of the principal depository institution
in a holding company system, the commercial paper or long-term
unsecured debt obligations of such holding company, but only if
Xxxxx'x is not the applicable Rating Agency) are then rated one
of the two highest long-term and the highest short-term ratings
of each Rating Agency for such securities, or such lower
ratings as shall not result in the downgrading or withdrawal of
the
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ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each
Rating Agency;
(v) demand or time deposits or certificates of deposit
issued by any bank or trust company or savings institution to
the extent that such deposits are fully insured by the FDIC;
(vi) guaranteed reinvestment agreements issued by any
bank, insurance company or other corporation acceptable to the
Rating Agencies at the time of the issuance of such agreements,
as evidenced by a signed writing delivered by each Rating
Agency;
(vii) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case entered
into with a depository institution or trust company (acting as
principal) described in clause (iv) above;
(viii) securities (other than stripped bonds, stripped
coupons or instruments sold at a purchase price in excess of
115% of the face amount thereof) bearing interest or sold at a
discount issued by any corporation incorporated under the laws
of the United States or any state thereof which, at the time of
such investment, have one of the two highest ratings of each
Rating Agency (except if the Rating Agency is Moody's, such
rating shall be the highest commercial paper rating of Moody's
for any such series), or such lower rating as shall not result
in the downgrading or withdrawal of the ratings then assigned
to the Certificates by the Rating Agencies, as evidenced by a
signed writing delivered by each Rating Agency;
(ix) interests in any money market fund which at the date
of acquisition of the interests in such fund and throughout the
time such interests are held in such fund has the highest
applicable rating by each Rating Agency rating such fund or
such 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
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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.
Servicing Fee Rate: With respect to each Mortgage Loan,
0.250% per annum.
(c) The following is inserted after the first sentence of Subsection
11.04:
The Custodial Account shall be a Eligible Account.
(d) The following paragraphs are hereby incorporated into the Sale
and Servicing Agreement at the end of Section 11.12:
"The Seller shall prepare for and deliver to the Purchaser, or its
designee, a statement with respect to each REO Property that has been
rented showing the aggregate rental income received and all expenses
incurred in connection with the maintenance of such REO Property at such
times as is necessary to enable the Purchaser, or its designee, to comply
with the reporting requirements of the REMIC Provisions. The net monthly
rental income, if any, from such REO Property shall be deposited in the
Certificate Account no later than the close of business on each
Determination Date. The Seller shall perform the tax reporting and
withholding required by Sections 1445 and 6050J of the Code with respect
to foreclosures and abandonments, the tax reporting required by Section
6050H of the Code with respect to the receipt of mortgage interest from
individuals and any tax reporting required by Section 6050P of the Code
with respect to the cancellation of indebtedness by certain financial
entities, by preparing such tax and information returns as may be
required, in the form required, and delivering the same to the Purchaser,
or its designee, for filing.
Notwithstanding any other provision of this Agreement, no Mortgaged
Property acquired by the Purchaser, or its designee, shall be rented (or
allowed to continue to be rented) or otherwise used for the production of
income by or on behalf of the Purchaser, or its designee, in such a
manner or pursuant to any terms that would (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning
of section 860G(a)(8) of the Code or (ii) subject any REMIC to the
imposition of any federal, state or local income taxes on the income
earned from such Mortgaged Property under Section
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860G(c) of the Code or otherwise, unless the Seller has agreed to
indemnify and hold harmless the Purchaser, or its designee, with respect
to the imposition of any such taxes.
The Servicer shall use its best efforts to dispose of the REO Property as
soon as possible, and shall sell such REO Property in any event within
three years after title has been taken to such REO Property."
(e) Subsections 11.19 and 11.20 of the Sale and Servicing Agreement
are hereby deleted.
(f) Subsection 13.01 (b) of the Sale and Servicing Agreement is
hereby amended and restated in its entirety as follows:
failure by the Servicer to duly observe or perform, in any
material respect, any other covenants, obligations or
agreements of the Servicer as set forth in this Agreement
(except as provided in Subsection 34.07) which failure
continues unremedied for a period of sixty (60) days (or, in
the case of (i) the servicer compliance statement required
under Subsection 34.04, ten (10) days, (ii) the report on
assessment of compliance and attestation required under
Subsection 34.05, ten (10) days, or (iii) the certification
required under Section 15 in the form of Exhibit 16, one (1)
calendar day) after the date on which written notice of such
failure, requiring the same to be remedied, shall have been
given to the Servicer by the Purchaser;
(g) Section 14.02 of the Sale and Servicing Agreement is hereby
deleted.
(h) Subsection 34.03(d) of the Sale and Servicing Agreement is
hereby amended and restated in its entirety as follows:
"For the purpose of satisfying its reporting obligation under
the Exchange Act with respect to any class of asset-backed
securities, the Seller shall (or shall cause each Subservicer
and Third-Party Originator to) (i) promptly notify the
Purchaser and any Depositor in writing of (A) any material
litigation or governmental proceedings pending against the
Seller, any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the
closing date of a Securitization Transaction between the
Seller, any Subservicer or any Third-Party Originator and any
of the parties specified in clause (D) of paragraph (a) of this
Section (and any other parties identified in writing by the
requesting party) with respect to such Securitization
Transaction, (C) any Event of Default under the terms of this
Agreement or any 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
Subservicer to perform or assist in the performance of any of
the Company's obligations under this Agreement or any
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Reconstitution Agreement and (ii) provide to the Purchaser and
any Depositor a description of such proceedings, affiliations
or relationships.
(i) Subsection 34.03(f) of the Sale and Servicing Agreement is
hereby amended and restated in its entirety as follows:
"In addition to such information as the Seller, as servicer, is
obligated to provide pursuant to other provisions of this
Agreement, if so requested by the Purchaser or any Depositor,
the Seller shall provide such information regarding the
performance or servicing of the Mortgage Loans as is reasonably
required by the Purchaser or any Depositor to permit the
Purchaser or such Depositor to comply with the provisions of
Regulation AB relating to Static Pool Information regarding the
performance of the Mortgage Loans on the basis of the
Purchaser's or such Depositor's reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) of
Regulation AB (including without limitation as to the format
and content of such Static Pool Information). Such information
shall be provided concurrently with the monthly reports
otherwise required to be delivered by the Servicer under this
Agreement commencing with the first such report due in
connection with the applicable Securitization Transaction."
(j) The following paragraph is hereby incorporated into the Sale and
Servicing Agreement as new Subsections 34.03(g) and (h):
"(g) 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 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
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(iii) information regarding new asset-backed securities
issuances backed by the same pool assets, any pool asset
changes (such as, additions, substitutions or
repurchases), and any material changes in origination,
underwriting or other criteria for acquisition or
selection of pool assets (Item 1121(a)(14) of Regulation
AB).
(h) The 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."
(k) Subsection 34.05(a)(iv) is hereby amended and restated in its
entirety as follows:
"deliver, and cause each Subservicer and subcontractor
described in clause (iii) above to deliver, to the Purchaser,
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 Seller, in the form attached hereto
as Exhibit 16."
(l) The penultimate sentence of Subsection 34.06(a) is hereby
amended and restated in its entirety as follows:
"The Seller shall cause any Subservicer used by the Seller (or
by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of this Section and
with Subsections 34.02, 34.03(c), (e), (g) and (h), 34.04,
34.05 and 34.07 of this Agreement to the same extent as if such
Subservicer were the Seller, and to provide the information
required with respect to such Subservicer under Subsection
34.03(d) of this Agreement."
(m) The last two lines of Subsection 34.06(b) are hereby amended and
restated as follows:
"...assessment of compliance and attestation, and the other
certifications required to be delivered..."
(n) Subsection 34.07 is hereby amended and restated in its entirety
as follows:
"Subsection 34.07 Indemnification; Remedies.
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(a) 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 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 or the Depositor (within the
meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act); and the respective present and former
directors, officers, employees 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:
(i)(A) any untrue statement of a material fact contained
or alleged to be contained in any information, report,
certification, accountants' letter or other material
provided in written or electronic form under this Section
34 by or on behalf of the Seller, or provided under this
Section 34 by or on behalf of any Subservicer,
Subcontractor or Third-Party Originator (collectively, the
"Seller Information"), or a. the omission or alleged
omission to state in the Seller Information a material
fact required to be stated in the Seller Information or
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; provided, by way of clarification, that clause
(B) of this paragraph shall be construed solely by
reference to the Seller Information and not to any other
information communicated in connection with a sale or
purchase of securities, without regard to whether the
Seller Information or any portion thereof is presented
together with or separately from such other information;
(ii) any failure by the Seller, any Subservicer, any
Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or
other material when and as required, under this Section
34, including any failure by the Seller to identify
pursuant to Subsection 34.06(b) any Subcontractor
"participating in the servicing function" within the
meaning of Item 1122 of Regulation AB;
(iii) any breach by the Seller of a representation or
warranty set forth in Subsection 34.02(a) or in a writing
furnished pursuant to Subsection 34.02(b) and made as of a
date prior to the closing date
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of the related Securitization Transaction, to the extent
that such breach is not cured by such closing date, or any
breach by the Seller of a representation or warranty in a
writing furnished pursuant to Subsection 34.02(b) to the
extent made as of a date subsequent to such closing date;
or
(iv) the negligence, bad faith or willful misconduct of
the Seller in connection with its obligation to deliver
the certifications and reports required by Section 34.03,
Section 34.04 or Section 34.05 hereof.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the
Seller agrees that it shall contribute to the amount paid or
payable by such Indemnified Party as a result of any claims,
losses, damages or liabilities incurred by such Indemnified
Party in such proportion as is appropriate to reflect the
relative fault of such Indemnified Party on the one hand and
the Seller on the other.
In the case of any failure of performance described in clause
(a)(ii) of this Section, the Seller shall promptly reimburse
the Purchaser, any Depositor, as applicable, and each Person
responsible for the preparation, execution or filing of any
report required to be filed with the Commission with respect to
such Securitization Transaction, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Securitization
Transaction, for all costs reasonably incurred by each such
party in order to obtain the information, report,
certification, accountants' letter or other material not
delivered as required by the Seller, any Subservicer, any
Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this
Agreement or the termination of any party to this Agreement.
(b) (i) Any failure by the Seller, any Subservicer, any
Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or
other material when and as required under this Section 34,
or any breach by the Seller of a representation or
warranty set forth in Subsection 34.02(a) or in a writing
furnished pursuant to Subsection 34.02(b) and made as of a
date prior to the closing date of the related
Securitization Transaction, to the extent that such breach
is not cured by such closing date, or any breach by the
Seller of a representation or warranty in a writing
furnished pursuant to Subsection 34.02(b) to the extent
made as of a date subsequent to such closing date, shall,
except as provided in clause (ii) of this paragraph,
immediately and automatically, without notice or grace
period, constitute an Event
12
of Default with respect to the Seller under this Agreement
and any applicable Reconstitution Agreement, and shall
entitle the Purchaser or Depositor, as applicable, in its
sole discretion to terminate the rights and obligations of
the Seller as servicer under this Agreement and/or any
applicable Reconstitution Agreement without payment
(notwithstanding anything in this Agreement or any
applicable Reconstitution Agreement to the contrary) of
any compensation to the Seller (and if the Seller is
servicing any of the Mortgage Loans in a Securitization
Transaction, shall entitle the Purchaser or Depositor, as
applicable, in its sole discretion to appoint a successor
servicer reasonably acceptable to any Master Servicer for
such Securitization Transaction); provided that to the
extent that any provision of this Agreement and/or any
applicable Reconstitution Agreement expressly provides for
the survival of certain rights or obligations following
termination of the Seller as servicer, such provision
shall be given effect.
(ii) Any failure by the Seller, any Subservicer or any
Subcontractor to deliver any information, report,
certification or accountants' letter when and as required
under Subsection 34.04 or 34.05, including (except as
provided below) any failure by the Seller to identify
pursuant to Subsection 34.06(b) any Subcontractor
"participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, which continues
unremedied for ten calendar days after the date on which
such information, report, certification or accountants'
letter was required to be delivered shall constitute an
Event of Default with respect to the Seller under this
Agreement and any applicable Reconstitution Agreement, and
shall entitle the Purchaser or Depositor, as applicable,
in its sole discretion to terminate the rights and
obligations of the Seller as servicer under this Agreement
and/or any applicable Reconstitution Agreement without
payment (notwithstanding anything in this Agreement to the
contrary) of any compensation to the Seller; provided that
to the extent that any provision of this Agreement and/or
any applicable Reconstitution Agreement expressly provides
for the survival of certain rights or obligations
following termination of the Seller as servicer, such
provision shall be given effect.
Neither the Purchaser nor any Depositor shall be entitled
to terminate the rights and obligations of the Seller
pursuant to this subparagraph (b)(ii) if a failure of the
Seller to identify a Subcontractor "participating in the
servicing function" within the meaning of Item 1122 of
Regulation AB was attributable solely to the role or
functions of such Subcontractor with respect to mortgage
loans other than the Mortgage Loans.
13
(iii) The Seller shall promptly reimburse the Purchaser
(or any designee of the Purchaser, such as a master
servicer) and any Depositor, as applicable, for all
reasonable expenses incurred by the Purchaser (or such
designee) or such Depositor, as such are incurred, in
connection with the termination of the Seller as servicer
and the transfer of servicing of the Mortgage Loans to a
successor servicer. The provisions of this paragraph shall
not limit whatever rights the Purchaser or any Depositor
may have under other provisions of this Agreement and/or
any applicable Reconstitution Agreement or otherwise,
whether in equity or at law, such as an action for
damages, specific performance or injunctive relief."
(o) The following paragraph is hereby incorporated into the Sale and
Servicing Agreement as new Section 35:
Third Party Beneficiary. For purposes of this Agreement,
including but not limited to Section 34, any Master Servicer shall
be considered a third party beneficiary to this Agreement entitled
to all the rights and benefits accruing to any Master Servicer
herein as if it were a direct party to this Agreement.
(p) Exhibit 9 to the Sale and Servicing Agreement is hereby replaced
in its entirety with the Amended and Restated Exhibit 9 attached to this
Agreement as Exhibit II.
(q) Exhibit 16 to the Sale and Servicing Agreement is hereby
replaced in its entirety with Exhibit A-1 to this Agreement.
(r) Written notice provided in compliance with Sections 34.03(d),
(e) or (g) of the Sale and Servicing Agreement shall be substantially in
the form of Exhibit C-1 to this Agreement.
Notices
-------
7. Any notices or other communications permitted or required under the
Sale and Servicing Agreement to be made to the Company, Assignor, Assignee,
and the Trustee shall be made in accordance with the terms of the Sale and
Servicing Agreement and shall be sent to the Assignee and Trustee as follows:
In the case of Assignor:
Xxxxxx Xxxxxxx Mortgage Capital Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-15XS
14
With a copy to:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel's Office
In the case of Assignee:
Xxxxxx Xxxxxxx Capital I Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-15XS
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 2006-15XS
In the case of the Company:
Fifth Third Mortgage Company
00 Xxxxxxxx Xxxxxx Xxxxx
Mail Drop 1 MOB2Y
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Fax: 000-000-0000
Email: Xxxxxxx.Xxxxxxx@00.xxx
or to such other address as may hereafter be furnished by Assignee and the
Trustee to the parties in accordance with the provisions of the Sale and
Servicing Agreement.
Miscellaneous
-------------
This Agreement shall be construed in accordance with
accordance with the laws of the State of New York to the extent such laws are
not preempted by federal law, without giving effect to the conflict of laws
provisions of the laws of the State of New York, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance
therewith.
No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Master Servicer and the Trustee.
15
This Agreement shall inure to the benefit of the successors
and assigns of the parties hereto, including the Master Servicer and the Trust
(including the Trustee acting on the Trust's behalf). Any entity into which
Assignor, Assignee, Master Servicer or Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor,
Assignee, Master Servicer or Company, respectively, hereunder.
Each of this Agreement and the Sale and Servicing Agreement
shall survive the conveyance of the Mortgage Loans and the assignment of the
Sale and Servicing Agreement (to the extent assigned hereunder) by Assignor to
Assignee and by Assignee to the Trust and nothing contained herein shall
supersede or amend the terms of the Sale and Servicing Agreement.
The Company hereby agrees that, for so long as the Trust is
reporting under the Exchange Act, its obligations under Section 34 of the Sale
and Servicing Agreement, as modified by this Agreement, shall survive the
termination and removal of the Company as servicer of the Mortgage Loans in
the Trust and continue to apply for each calendar year or portion thereof
during which the Company services the Mortgage Loans.
This Agreement may be executed simultaneously in any number
of counterparts. Each counterpart shall be deemed to be an original and all
such counterparts shall constitute one and the same instrument.
In the event that any provision of this Agreement conflicts
with any provision of the Sale and Servicing Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.
Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings
given to such terms in the Sale and Servicing Agreement or, if not defined
therein, in the Pooling and Servicing Agreement. In the event that the
definition of a capitalized term in the Sale and Servicing Agreement conflicts
with the definition of that capitalized term in the Pooling and Servicing
Agreement, the definition in the Pooling and Servicing Agreement shall
control.
16
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
the day and year first above written.
XXXXXX XXXXXXX MORTGAGE CAPITAL INC.
By: /s/ Xxxxxxx Xxx
---------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
XXXXXX XXXXXXX CAPITAL I INC.
By: /s/ Xxxxxxx Xxx
---------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
FIFTH THIRD MORTGAGE COMPANY
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
Acknowledged and Agreed:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
By: /s/ Xxxxxxxx Xxxxx
-------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee of Xxxxxx Xxxxxxx
Mortgage Loan Trust 2006-15XS
By: /s/ Xxxxx X. Xxxx
--------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Vice President
17
EXHIBIT I
Mortgage Loan Schedule
[see Schedule A to Pooling and Servicing Agreement]
EXH. I-1
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
MM/DD/YYYY servicer at the end
of processing cycle, as reported
by Servicer. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-----------------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-----------------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy
filing.
-----------------------------------------------------------------------------------------------------------------------------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved MM/DD/YYYY
by the courts
-----------------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was
Granted.
-----------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
-----------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter
to the servicer with MM/DD/YYYY
instructions to begin
foreclosure proceedings. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure MM/DD/YYYY
Action
-----------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
EVICTION_COMPLETED_DATE The date the court revokes legal
possession of the property
MM/DD/YYYY from the borrower. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
OCCUPANT_CODE Classification of how the property is occupied.
-----------------------------------------------------------------------------------------------------------------------------------
PROP_CONDITION_CODE A code that indicates the condition of the property.
-----------------------------------------------------------------------------------------------------------------------------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
CURR_PROP_VAL The current "as is" value of the property based on brokers 2
price opinion or appraisal.
-----------------------------------------------------------------------------------------------------------------------------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs are 2
completed pursuant to a broker's price opinion or appraisal.
-----------------------------------------------------------------------------------------------------------------------------------
If applicable:
-----------------------------------------------------------------------------------------------------------------------------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-----------------------------------------------------------------------------------------------------------------------------------
DELINQ_REASON_CODE The circumstances which caused a
borrower to stop paying on a
loan. Code indicates the reason
why the loan is in default for
this cycle.
-----------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY
Insurance Company.
-----------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool MM/DD/YYYY
Insurer
-----------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
2
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
------------------------ -------------------------------------------------------
3
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
------------------------ -------------------------------------------------------
4
Exhibit IIC: Standard File Layout - Master Servicing
---------------- ------------------------------------------------------- --------- ------------------------------- ---------
Column Name Description Decimal Format Comment Max Size
---------------- ------------------------------------------------------- --------- ------------------------------- ---------
SER_INVESTOR_NBR A value assigned by the Servicer to define a group Text up to 10 digits 20
of loans.
----------------- ----------------------------------------------------- --------- ------------------------------- ---------
LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10
investor.
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the LOAN_NBR.
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
BORROWER_NAME The borrower name as received in the file. It is Maximum length of 30 30
not separated by first and last name. (Last, First)
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest 2 No commas(,) or dollar 11
payment that a borrower is expected to pay, P&I signs ($)
constant.
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
NET_INT_RATE The loan gross interest rate less the service fee 4 Max length of 6 6
rate as reported by the Servicer.
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
SERV_FEE_RATE The servicer's fee rate for a loan as reported by 4 Max length of 6 6
the Servicer.
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
SERV_FEE_AMT The servicer's fee amount for a loan as reported 2 No commas(,) or dollar 11
by the Servicer. signs ($)
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or dollar 11
Servicer. signs ($)
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6
forecasted rate.
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or dollar 11
beginning of the processing cycle. signs ($)
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end 2 No commas(,) or dollar 11
of the processing cycle. signs ($)
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY 10
borrower's next payment is due to the Servicer, as
reported by Servicer.
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
----------------- ------------------------------------------------------ --------- ------------------------------- ---------
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10
curtailment amount.
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
PIF_AMT The loan "paid in full" amount as reported by the 2 No commas(,) or dollar 11
Servicer. signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 15=Bankruptcy, 2
indicate the default/delinquent status 30=Foreclosure, , 60=PIF,
of a particular loan. 63= Xxxxxxxxxxxx,00xXxxxxxxxxx,
00xXXX
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
INT_ADJ_AMT The amount of the interest adjustment as reported 2 No commas(,) or dollar 11
by the Servicer. signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar 11
applicable. signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar 11
signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No commas(,) or dollar 11
applicable. signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at 2 No commas(,) or dollar 11
the beginning of the cycle date to be passed signs ($)
through to investors.
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
SCHED_END_PRIN_BAL The scheduled principal balance due to investors 2 No commas(,) or dollar 11
at the end of a processing cycle. signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
SCHED_PRIN_AMT The scheduled principal amount as reported by the 2 No commas(,) or dollar 11
Servicer for the current cycle -- only signs ($)
applicable for Scheduled/Scheduled
Loans.
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar 11
service fee amount for the current cycle signs ($)
as reported by the Servicer -- only
applicable for Scheduled/Scheduled
Loans.
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar 11
Servicer for the current reporting cycle signs ($)
-- only applicable for Actual/Actual
Loans.
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
ACTL_NET_INT The actual gross interest amount less the service 2 No commas(,) or dollar 11
fee amount for the current reporting signs ($)
cycle as reported by the Servicer --
only applicable for Actual/Actual Loans.
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar 11
prepays on his loan as reported by the Servicer. signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
2
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan waived 2 No commas(,) or dollar 11
by the servicer. signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
MOD_DATE The Effective Payment Date of the Modification for MM/DD/YYYY 10
the loan.
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
MOD_TYPE The Modification Type. Varchar - value can be 30
alpha or numberic
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or dollar 11
advances made by Servicer. signs ($)
----------------------- ---------------------------------------------------- --------- ------------------------------- ---------
3
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.
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
EXH.II 1
* Unusual or extraordinary items may
require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a
3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly
defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial
proceeds and line (18b) for Part B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the
amount represents a realized gain, show the amount in
parenthesis ( ).
EXH.II-2
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)
EXH.II-3
_________________________________________ _______________(21)
Total Credits $ _______________(22)
Total Realized Loss (or Amount of Gain) $ _______________(23)
EXH.II-4
Escrow Disbursement Detail
----------------------------------------------------------------------------------------------------------------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
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EXH.II-5
EXHIBIT A-1
FORM OF ANNUAL CERTIFICATION
Re: The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"),
among [IDENTIFY PARTIES]
I, ________________________________, the _____________________ of Wachovia
Mortgage Corporation, certify to [the Purchaser], [the Depositor], and the
[Master Servicer] [Securities Administrator] [Trustee], and their officers,
with the knowledge and intent that they will rely upon this certification,
that:
(1) I have reviewed the servicer compliance statement of the
Company provided in accordance with Item 1123 of Regulation AB (the
"Compliance Statement"), the report on assessment of the Company's compliance
with the servicing criteria set forth in Item 1122(d) of Regulation AB and
identified as the responsibility of the Company on Exhibit B to the Regulation
AB Compliance Addendum to the Agreement (the "Servicing Criteria"), provided
in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the
"Servicing Assessment"), the registered public accounting firm's attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all
servicing reports, officer's certificates and other information relating to
the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities
Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company
Servicing Information");
(2) Based on my knowledge, the Company Servicing
Information, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in the light of the circumstances under which such statements
were made, not misleading with respect to the period of time covered by the
Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing
Information required to be provided by the Company under the Agreement has
been provided to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee];
(4) I am responsible for reviewing the activities performed
by the Company as servicer under the Agreement, and based on my knowledge and
the compliance review conducted in preparing the Compliance Statement and
except as disclosed in the Compliance Statement, the Servicing Assessment or
the Attestation Report, the Company has fulfilled its obligations under the
Agreement in all material respects; and
(5) The Compliance Statement required to be delivered by the
Company pursuant to the Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any
Subservicer and Subcontractor pursuant to the Agreement, have been provided to
the [Depositor] [Master Servicer]. Any material instances of noncompliance
described in such reports have been disclosed to the [Depositor] [Master
EXH.A-1-1
Servicer]. Any material instance of noncompliance with the Servicing Criteria
has been disclosed in such reports.
Date:
------------------------------------
By:
------------------------------------
Name:
Title:
EXH.A-1-2
EXHIBIT B-1
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of
Subservicer] shall address, at a minimum, the criteria identified as below as
"Applicable Servicing Criteria";
----------------------------------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
----------------------------------------------------------------------------------------------------------------------
Policies and procedures are instituted to monitor any
performance or X other triggers and events of default X
1122(d)(1)(i) in accordance with the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
If any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party's X
1122(d)(1)(ii) performance and compliance with such servicing activities.
----------------------------------------------------------------------------------------------------------------------
Any requirements in the transaction agreements to
maintain a back-up servicer for the mortgage loans are
1122(d)(1)(iii) maintained.
----------------------------------------------------------------------------------------------------------------------
A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the reporting X
period in the amount of coverage required by and otherwise in accordance
1122(d)(1)(iv) with the terms of the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Cash Collection and Administration
----------------------------------------------------------------------------------------------------------------------
Payments on mortgage loans are deposited into the appropriate custodial
bank accounts and related bank clearing accounts no more than two X
business days following receipt, or such other number of days specified
1122(d)(2)(i) in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Disbursements made via wire transfer on behalf of an obligor or to an X
1122(d)(2)(ii) investor are made only by authorized personnel.
----------------------------------------------------------------------------------------------------------------------
Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances, X
are made, reviewed and approved as specified in the transaction
1122(d)(2)(iii) agreements.
----------------------------------------------------------------------------------------------------------------------
The related accounts for the transaction, such as cash reserve accounts
or accounts established as a form of overcollateralization, are
separately maintained (e.g., with respect to commingling of cash) as set X
1122(d)(2)(iv) forth in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
EXH.A-1-3
----------------------------------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
Each custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes of X
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
1122(d)(2)(v) Exchange Act.
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X
----------------------------------------------------------------------------------------------------------------------
Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and
related bank clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30 calendar days after the X
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
1122(d)(2)(vii) days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
----------------------------------------------------------------------------------------------------------------------
Reports to investors, including those to be filed with the Commission,
are maintained in accordance with the transaction agreements and
applicable Commission requirements. Specifically, such reports (A) are X
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
1122(d)(3)(i) serviced by the Servicer.
----------------------------------------------------------------------------------------------------------------------
Amounts due to investors are allocated and remitted in accordance with
timeframes, distribution priority and other terms set forth in the X
1122(d)(3)(ii) transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Disbursements made to an investor are posted within two business days to
the Servicer's investor records, or such other number of days specified X
1122(d)(3)(iii) in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
----------------------------------------------------------------------------------------------------------------------
4
----------------------------------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
Pool Asset Administration
----------------------------------------------------------------------------------------------------------------------
Collateral or security on mortgage loans is maintained
as required by X the transaction agreements or related
1122(d)(4)(i) mortgage loan documents. X
----------------------------------------------------------------------------------------------------------------------
Mortgage loan and related documents are safeguarded as required by the X
1122(d)(4)(ii) transaction agreements
----------------------------------------------------------------------------------------------------------------------
Any additions, removals or substitutions to the asset pool are made,
reviewed and approved in accordance with any conditions or requirements X
1122(d)(4)(iii) in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Payments on mortgage loans, including any payoffs, made in accordance
with the related mortgage loan documents are posted to the Servicer's
obligor records maintained no more than two business days after receipt, X
or such other number of days specified in the transaction agreements,
and allocated to principal, interest or other items (e.g., escrow) in
1122(d)(4)(iv) accordance with the related mortgage loan documents.
----------------------------------------------------------------------------------------------------------------------
The Servicer's records regarding the mortgage loans agree with the
Servicer's records with respect to an obligor's unpaid principal X
1122(d)(4)(v) balance.
----------------------------------------------------------------------------------------------------------------------
Changes with respect to the terms or status of an obligor's mortgage
loans (e.g., loan modifications or re-agings) are made, reviewed and X
approved by authorized personnel in accordance with the transaction
1122(d)(4)(vi) agreements and related pool asset documents.
----------------------------------------------------------------------------------------------------------------------
Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and X
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
1122(d)(4)(vii) established by the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Records documenting collection efforts are maintained during the period
a mortgage loan is delinquent in accordance with the transaction X
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
1122(d)(4)(viii) unemployment).
----------------------------------------------------------------------------------------------------------------------
5
----------------------------------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
Adjustments to interest rates or rates of return for mortgage loans with
variable rates are computed based on the related mortgage loan X
1122(d)(4)(ix) documents.
----------------------------------------------------------------------------------------------------------------------
Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest on X
such funds is paid, or credited, to obligors in accordance with
applicable mortgage loan documents and state laws; and (C) such funds
are returned to the obligor within 30 calendar days of full repayment of
the related mortgage loans, or such other number of days specified
1122(d)(4)(x) in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration dates,
as indicated on the appropriate bills or notices for such payments, X
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
1122(d)(4)(xi) specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Any late payment penalties in connection with any payment to be made on
behalf of an obligor are paid from the servicer's funds and not charged X
to the obligor, unless the late payment was due to the obligor's error
1122(d)(4)(xii) or omission.
----------------------------------------------------------------------------------------------------------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer, or X
1122(d)(4)(xiii) such other number of days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Delinquencies, charge-offs and uncollectible accounts
are recognized and recorded in accordance with the X
1122(d)(4)(xiv) transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Any external enhancement or other support, identified
in Item 1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set forth in the
1122(d)(4)(xv) transaction agreements.
----------------------------------------------------------------------------------------------------------------------
6
[FIFTH THIRD MORTGAGE COMPANY]
[NAME OF SUBSERVICER]
Date:
----------------------------------------------
By:
-----------------------------------------------
Name:
Title:
7
EXHIBIT C-1
Additional Disclosure Notification
Xxxxx Fargo Bank, N.A. as [Securities Administrator and Master Servicer]
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate Trust Services - MSM 2006-15XS - SEC REPORT PROCESSING
RE: **Additional Form [ ] Disclosure**Required
Ladies and Gentlemen:
In accordance with Section [34.03(d)][34.03(e)][34.03(g)] of the Sale
and Servicing Agreement, dated as of December 1, 2005, as amended by the
Assignment, Assumption and Recognition Agreement dated as of [date], among
Xxxxxx Xxxxxxx Capital I Inc., as Depositor, Fifth Third Mortgage Company,
Xxxxx Fargo Bank, National Association, as Master Servicer, and LaSalle Bank
National Association as Trustee. The Undersigned hereby notifies you that
certain events have come to our attention that [will][may] need to be
disclosed on Form [ ].
Description of Additional Form [ ] Disclosure:
List of Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any inquiries related to this notification should be directed to
[ ], phone number: [ ]; email address: [ ].
[NAME OF PARTY]
as [role]
By: __________________
Name:
Title:
8
