Exhibit 99.9(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated
February 1, 2006, ("Agreement") among Xxxxxx Xxxxxxx Mortgage Capital Inc.
("Assignor"), Xxxxxx Xxxxxxx Capital I Inc. ("Assignee") and HSBC Mortgage
Corporation (USA) as seller (in such capacity, the "Seller") and servicer (in
such capacity, the "Servicer", and together with the Seller, the "Company")
and acknowledged by LaSalle Bank National Association ("LaSalle"), as trustee
(the "Trustee") of Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-3AR (the "Trust")
and Xxxxx Fargo Bank, National Association, as master servicer (or any
successor master servicer, the "Master Servicer"):
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
-------------------------
1. (a) 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 (a) those certain Mortgage Loans listed on the
schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit I (the
"Mortgage Loans") and (b) except as described below, all of its rights and
obligations under that certain Mortgage Loan Sale And Servicing Agreement (the
"Sale and Servicing Agreement"), dated as of August 1, 2005, between the
Assignor, as purchaser (the "Purchaser"), and the Company, as seller and
servicer, solely insofar as the Sale and Servicing Agreement relates to the
Mortgage Loans (the "First Assignment and Assumption").
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 7.04 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.
(b) On and of the date hereof, immediately after giving effect to
the First Assignment and Assumption, the Assignee hereby sells, assigns and
transfers to the Trustee, on behalf of the Trust, all of its right, title and
interest in the Specified Mortgage Loans and all rights and obligations
related thereto as provided under the Sale and Servicing Agreement to the
extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of
the Trust, hereby accepts such assignment from the Assignee (the "Second
Assignment and Assumption"), and the Company hereby acknowledges the Second
Assignment and Assumption.
Recognition of the Company
--------------------------
2. The Company hereby acknowledges and agrees that from and after the
date hereof (i) the Trust under the Pooling and Servicing Agreement dated as
of February 1, 2006 (the "Pooling and Servicing Agreement") among the
Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the
"Master Servicer") and securities administrator and the Trustee, will be the
owner of the Mortgage Loans, (ii) notwithstanding anything stated to the
contrary herein, the Company shall look solely to the Trust for performance of
any obligations of the Assignor insofar as they relate to the enforcement of
the representations, warranties and covenants with respect to the Mortgage
Loans, provided that it is understood and agreed that the Company shall look
to Assignor for performance of any obligations of the Assignor that have not
been assigned to Assignee and its successors as set forth herein, (iii) the
Trust (including the Trustee and, with respect to the servicing of the
Mortgage Loans, 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, including,
without limitation, the enforcement of the document delivery requirements set
forth in 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
(insofar as they relate to the rights, title and interest and, with respect to
obligations of the Purchaser, only insofar as they relate to the enforcement
of the representations, warranties and covenants of the Company) 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). Neither the Company nor the Assignor
shall amend or agree to amend, modify, waiver, 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.
Representations and Warranties of the Company
---------------------------------------------
3. The Company warrants and represents to the Assignor, the Assignee and
the Trust as of the date hereof that:
a. The Company is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;
b. 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 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 and the Assignee, 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;
c. 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;
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d. 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.
4. The Servicer hereby acknowledges that Xxxxx Fargo Bank, National
Association has been appointed as the Master Servicer of the Mortgage Loans
pursuant to the Pooling and Servicing Agreement and, therefore, has the right
to enforce all obligations of the Servicer under the Agreement. Such rights
will include, without limitation, the right to terminate the Servicer under
the Agreement upon the occurrence of an event of default thereunder, the right
to receive all remittances required to be made by the Servicer under the
Agreement, the right to receive all monthly reports and other data required to
be delivered by the Servicer under the Agreement, the right to examine the
books and records of the Servicer, indemnification rights and the right to
exercise certain rights of consent and approval relating to actions taken by
MSMCI. The Servicer shall make all distributions under the Agreement to the
Master Servicer by wire transfer of immediately available funds to:
Xxxxx Fargo Bank, National Association
ABA Number: 000-000-000
Account Name: Corporate Trust Clearing
Account number: 0000000000
For further credit to: 50896100, MSM 2006-3AR
The Servicer shall deliver all reports required to be delivered to the
Purchaser under the Agreement to the Master Servicer at the following address:
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Xxxxxxx, XXX 0000-0XX
Office Number: (000) 000-0000
Telecopier: (000) 000-0000
5. Pursuant to Section 14 of the Sale and Servicing Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Subsections 7.01 and 7.02 of the Sale and Servicing Agreement 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.
6. Remedies for Breach of Representations and Warranties.
a. The Company hereby acknowledges and agrees that the remedies
available to the Assignor, the Assignee and the Trust (including the
Trustee and the Master Servicer 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
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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).
b. It is expressly understood and agreed by the parties hereto that
(i) this Agreement is executed and delivered by LaSalle, 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 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, individually or
personally, to perform any covenant (either express or implied) contained
herein and (iv) under no circumstances shall LaSalle 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.
7. Representations and Warranties of Other Parties
a. The Assignee represents and warrants that it is a sophisticated
investor able to evaluate the risks and merits of the transactions
contemplated hereby, and that it has not relied in connection therewith
upon any statements or representations of the Assignor or the Company
other than those contained in the Sale and Servicing Agreement or this
Agreement.
b. Each of the parties hereto (other than the Company) represents
and warrants that it is duly and legally authorized to enter into this
Agreement.
c. Each of the Assignor and Assignee represents and warrants that
this Agreement has been duly authorized, executed and delivered by it and
(assuming due authorization, execution and delivery thereof by each of
the other parties hereto) constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law).
8. Amendments to the Sale and Servicing Agreement
The parties to this Agreement hereby agree to amend the Sale and
Servicing Agreement with respect to the Specified Mortgage Loans, as follows:
(a) "Business Day" shall have the meaning of such term as defined in the
Pooling and Servicing Agreement.
(b) "Eligible Investments" shall have the meaning of such term as defined
in the Pooling and Servicing Agreement.
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(c) The definition of "Remittance Date" in Section 1 is hereby amended
and restated in its entirety as follows:
"Remittance Date: The 18th day of each month (or, if such 18th day
is not a Business Day, the prior Business Day)."
(d) The second sentence of the definition of "Servicing Fee" in Section 1
is hereby amended and restated in its entirety as follows:
"Such fee shall be payable monthly, computed on the basis of the
same principal amount and period respecting which any related
interest payment on a Mortgage Loan is computed."
(e) The definition of "Servicing Fee Rate" in Section 1 is hereby amended
and restated in its entirety as follows:
"Servicing Fee Rate: With respect to each Mortgage Loan, an amount
equal to 0.250% per annum."
(f) The first sentence of the second paragraph of Subsection 11.01 of
the Sale and Servicing Agreement is hereby amended and restated in its
entirety as follows:
"Consistent with the terms of this Agreement, the Servicer may
waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of strict compliance with any such term or in any
manner grant indulgence to any Mortgagor; provided, however, that
(unless the Mortgagor is in default with respect to the Mortgage
Loan, or such default is, in the judgment of the Servicer, imminent,
and the Servicer has the consent of the Purchaser) the Servicer
shall not permit any modification with respect to any Mortgage Loan
which materially and adversely affects the Mortgage Loan, including
without limitation, any modification that would defer or forgive the
payment of any principal or interest or any penalty or premium on
the prepayment of principal, change the outstanding principal amount
(except for actual payments of principal), make any future advances,
extend the final maturity date or change the Mortgage Interest Rate,
as the case may be, with respect to such Mortgage Loan."
(g) The last paragraph of Subsection 11.01 of the Sale and Servicing
Agreement is hereby deleted in its entirety.
(h) Subsection 11.11 of the Sale and Servicing Agreement is hereby
amended by adding the following at the end thereof:
Upon the request of the Master Servicer, or the Purchaser or its
designee, the Company shall cause to be delivered to such Master
Servicer, Purchaser or its designee a certificate of insurance for
such Fidelity Bond and Errors and Omissions Insurance Policy and a
statement from the surety and the insurer that such Fidelity Bond
and Errors and Omissions Insurance Policy shall in no event be
terminated or materially modified without 30 days' prior written
notice to such Master Servicer, Purchaser, or its designee.
(i) The fifth paragraph of Subsection 11.12 of the Sale and Servicing
Agreement is hereby amended and restated in its entirety as follows:
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"With respect to any REO Property, the deed or certificate of
sale shall be taken in the name of the Purchaser, or its designee.
The Trustee's name shall be placed on the title to such REO Property
solely as the Trustee hereunder and not in its individual capacity.
The Servicer shall ensure that the title to such REO Property
references the Agreement and the Purchaser's (or its designee's)
capacity thereunder. Pursuant to its efforts to sell such REO
Property, the Servicer shall either itself or through an agent
selected by the Servicer protect and conserve such REO Property in
the same manner and to such extent as is customary in the locality
where such REO Property is located and may, incident to its
conservation and protection of the interests of the Purchaser, or
its designee, rent the same, or any part thereof, as the Servicer
deems to be in the best interest of the Purchaser, or its designee,
for the period prior to the sale of such REO Property. The Servicer
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 Servicer shall perform the
tax reporting and withholding required by Sections 1445 and 6050J of
the Code with respect to foreclosures and abandonments, the tax
reporting required by Section 6050H of the Code with respect to the
receipt of mortgage interest from individuals and any tax reporting
required by Section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by
preparing such tax and information returns as may be required, in
the form required, and delivering the same to the Purchaser, or its
designee, for filing.
In the event that the Purchaser, or its designee, acquires any
Mortgaged Property as aforesaid or otherwise in connection with a
default or imminent default on a Mortgage Loan, the Servicer shall
dispose of such Mortgaged Property as soon as practicable in a
manner that maximizes the Liquidation Proceeds thereof, but in no
event later than three years after its acquisition by the Purchaser,
or its designee, unless (x) the Servicer obtains an extension of
REMIC status from the Internal Revenue Service or (y) the Purchaser,
or its designee, shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Purchaser, or its designee, of
such Mortgaged Property subsequent to a three-year period, if
applicable, will not result in the imposition of taxes on
"prohibited transactions" of any REMIC as defined in section 860F of
the Code or cause any REMIC to fail to qualify as a REMIC at any
time, the Purchaser, or its designee, may continue to hold such
Mortgaged Property (subject to any conditions contained in such
Opinion of Counsel) after the expiration of such three-year period.
Notwithstanding any other provision of this Agreement, no Mortgaged
Property acquired by the Purchaser, or its designee, shall be rented
(or allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the Purchaser, or its
designee, in such a manner or pursuant to any terms that would (i)
cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of section 860G(a)(8) of the Code or
(ii) subject any REMIC to the imposition of any federal, state or
local income taxes on the income earned from such Mortgaged Property
under Section 860G(c) of the Code or otherwise, unless the Servicer
has agreed to indemnify
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and hold harmless the Purchaser, or its designee, with respect to
the imposition of any such taxes."
(j) The first sentence of Subsection 11.15 of the Sale and Servicing
Agreement is hereby amended and restated in its entirety as follows:
"Statements to the Master Servicer. Not later than the tenth
calendar day of each month (or, if such 10th day is not a Business
Day, the following Business Day) the Servicer shall furnish to the
Master Servicer in electronic format a statement providing loan
level accounting data for the period ending on the last Business Day
of the preceding month in the format mutually agreed to between the
Servicer and the Master Servicer. The information required shall
consist of that which is substantially in the form of Exhibit II
hereto or such other form as may be mutually agreed upon by the
Servicer and the Master Servicer, taking into consideration the
status of the subject loans and the availability of the requested
information.
(k) Subsection 11.19 and Subsection 11.20 of the Sale and Servicing
Agreement are hereby deleted.
(l) Subsection 12.01(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 which failure continues
unremedied for a period of sixty (60) days (or, in the case of the
annual assessment of servicing compliance required under Subsection
11.25, five (5) days);
(m) The word "or" is deleted from the end of Subsection 12.01(d), the
word "or" is added at the end of Subsection 12.01(e) and the following
paragraph is hereby incorporated into the Sale and Servicing Agreement as
new Subsection 12.01(f):
"(f) failure by the Servicer to duly perform, within the required
time period, its obligations under Sections 2.04 and 2.05 of the
Regulation AB Addendum which failure continues unremedied after the
date on which written notice of such failure requiring the same to
be remedied, shall have been given to the Servicer by any party to
this Agreement or by any master servicer responsible for master
servicing the Mortgage Loans pursuant to a securitization of such
Mortgage Loans;"
(n) The first sentence of Subsection 13.01 of the Sale and Servicing
Agreement is hereby amended and restated in its entirety as follows:
"Termination. The respective obligations and responsibilities
of the Servicer, as servicer, shall terminate upon (a) the
distribution to the Purchaser of the final payment or liquidation
with respect to the last Mortgage Loan (or advances of same by the
Servicer); or (b) the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure with respect to the last
Mortgage Loan and the remittance of all funds due hereunder.
(o) Subsection 13.02 of the Sale and Servicing Agreement is hereby
amended and restated in its entirety as follows:
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"[Reserved.]"
(p) The fourth paragraph of Section 14 of the Sale and Servicing
Agreement is hereby deleted in its entirety.
(q) The first sentence of Subsection 16.01 is hereby amended by adding
the words ", including any Master Servicer" after the words "employees and
agents" therein.
(r) The following paragraph is hereby incorporated into the Sale and
Servicing Agreement as new Section 36:
"Third Party Beneficiary. For purposes of this Agreement,
including but not limited the Regulation AB Addendum, 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."
(s) Exhibit 6 to the Sale and Servicing Agreement is hereby replaced in
its entirety with Exhibit II attached hereto.
(t) Exhibit 8 to the Sale and Servicing Agreement is hereby deleted in
its entirety.
(u) Subsections 11.19 and 11.20 to the Sale and Servicing Agreement are
hereby deleted in their entirety and replaced with Sections 2.04 and 2.05
of the Regulation AB Addendum attached hereto.
(v) The terms and provisions contained in the Regulation AB Addendum
attached to this Agreement as Exhibit III are hereby incorporated into the
Sale and Servicing Agreement.
Miscellaneous
-------------
9. Any notices or other communications permitted or required under the
Agreement to be made to the Assignor, Assignee, the Company, and the Trustee
shall be made in accordance with the terms of the Sale and Servicing Agreement
and shall be sent as follows:
In the case of the Assignee:
Xxxxxx Xxxxxxx Capital I Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-3AR
In the case of the Trustee:
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services MSM 2006-3AR
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In the case of the Company:
HSBC Mortgage Corporation (USA)
0000 Xxxxxx Xxx
Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxx
10. This Agreement shall be construed in accordance with the laws of the
State of New York, without regard to conflicts of law principles
(except for Section 5-1401 of the General Obligations Law), and the
obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
11. 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.
12. This Agreement shall inure to the benefit of (i) the successors and
assigns of the parties hereto and (ii) the Trust (including the
Trustee acting on the Trust's behalf). Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall,
without the requirement for any further writing, be deemed Assignor,
Assignee or Company, respectively, hereunder.
13. 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 (solely with respect to the
Mortgage Loans) 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.
14. 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.
15. 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.
16. 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.
17. The Assignee will hold information in confidence as set forth in
Section 32 of the Sale and Servicing Agreement, provided such
information may be disclosed to regulatory or administrative
authorities or attorneys, auditors or agents in the performance of
the Pooling and Servicing Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.
XXXXXX XXXXXXX MORTGAGE CAPITAL INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Executive Director
XXXXXX XXXXXXX CAPITAL I INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
HSBC MORTGAGE CORPORATION (USA)
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President/
Investor Accounting
Acknowledged and Agreed:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee of Xxxxxx Xxxxxxx
Mortgage Loan Trust 2006-3AR
By: /s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Vice President
EXHIBIT I
Mortgage Loan Schedule
[see Schedule A to Pooling and Servicing Agreement]
Exhibit IIA: Standard File Layout - Delinquency Reporting
------------------------------------ -------------------------------------------------------------- ----------- ----------------
Column/Header Name Description Decimal Format Comment
------------------------------------ -------------------------------------------------------------- ----------- ----------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This
may be different than the LOAN_NBR
------------------------------------ -------------------------------------------------------------- ----------- ----------------
LOAN_NBR A unique identifier assigned to each loan by the originator.
------------------------------------ -------------------------------------------------------------- ----------- ----------------
CLIENT_NBR Servicer Client Number
------------------------------------ -------------------------------------------------------------- ----------- ----------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer
to identify a group of loans in their system.
------------------------------------ -------------------------------------------------------------- ----------- ----------------
BORROWER_FIRST_NAME First Name of the Borrower.
------------------------------------ -------------------------------------------------------------- ----------- ----------------
BORROWER_LAST_NAME Last name of the borrower.
------------------------------------ -------------------------------------------------------------- ----------- ----------------
XXXX_XXXXXXX Xxxxxx Name and Number of Property
------------------------------------ -------------------------------------------------------------- ----------- ----------------
PROP_STATE The state where the property located.
------------------------------------ -------------------------------------------------------------- ----------- ----------------
PROP_ZIP Zip code where the property is located.
------------------------------------ -------------------------------------------------------------- ----------- ----------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the MM/DD/YYYY
servicer at the end of processing cycle, as reported by
Servicer.
------------------------------------ -------------------------------------------------------------- ----------- ----------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
------------------------------------ -------------------------------------------------------------- ----------- ----------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
------------------------------------ -------------------------------------------------------------- ----------- ----------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
------------------------------------ -------------------------------------------------------------- ----------- ----------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy
filing.
------------------------------------ -------------------------------------------------------------- ----------- ----------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has 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.
------------------------------------ -------------------------------------------------------------- ----------- ----------------
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.
------------------------------------ -------------------------------------------------------------- ----------- ----------------
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 (Last, 30
not separated by first and last name. First)
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest 2 No commas(,) or dollar signs ($) 11
payment that a borrower is expected to pay, P&I
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 signs ($) 11
by the Servicer.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or dollar signs ($) 11
Servicer.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
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 signs ($) 11
beginning of the processing cycle.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end 2 No commas(,) or dollar signs ($) 11
of the processing cycle.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
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 signs ($) 11
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10
curtailment amount.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
PIF_AMT The loan "paid in full" amount as reported by the 2 No commas(,) or dollar signs ($) 11
Servicer.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
Action Code Key: 15=Bankruptcy, 2
30=Foreclosure,, 60=PIF,
63=Substitution, 65=Repurchase,
70=REO
ACTION_CODE The standard FNMA numeric code used to
indicate the default/delinquent status
of a particular loan.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
INT_ADJ_AMT The amount of the interest adjustment as reported 2 No commas(,) or dollar signs ($) 11
by the Servicer.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs ($) 11
applicable.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar signs ($) 11
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No commas(,) or dollar signs ($) 11
applicable.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at 2 No commas(,) or dollar signs ($) 11
the beginning of the cycle date to be passed
through to investors.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
SCHED_END_PRIN_BAL The scheduled principal balance due to investors 2 No commas(,) or dollar signs ($) 11
at the end of a processing cycle.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
SCHED_PRIN_AMT The scheduled principal amount as reported by the 2 No commas(,) or dollar signs ($) 11
Servicer for the current cycle -- only
applicable for Scheduled/Scheduled
Loans.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs ($) 11
service fee amount for the current cycle
as reported by the Servicer -- only
applicable for Scheduled/Scheduled
Loans.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs ($) 11
Servicer for the current reporting cycle
-- only applicable for Actual/Actual
Loans.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
ACTL_NET_INT The actual gross interest amount less the service 2 No commas(,) or dollar signs ($) 11
fee amount for the current reporting
cycle as reported by the Servicer --
only applicable for Actual/Actual Loans.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
2
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs ($) 11
prepays on his loan as reported by the Servicer.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan waived 2 No commas(,) or dollar signs ($) 11
by the servicer.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
MOD_DATE The Effective Payment Date of the Modification for MM/DD/YYYY 10
the loan.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
MOD_TYPE The Modification Type. Varchar - value can be alpha or
numeric 30
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or dollar signs ($) 11
advances made by Servicer.
------------------------- ---------------------------------------------------- ------- --------------------------------- ---------
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.
(u)
(v) The numbers on the 332 form correspond with the numbers listed
below.
Liquidation and Acquisition Expenses:
-------------------------------------
1. The Actual Unpaid Principal Balance of the Mortgage Loan.
For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest
and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of
servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an
Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees
advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal
Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date
of default through liquidation breaking out the net interest
and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form
- breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior
to default require evidence of servicer efforts to
recover advances.
* For escrow advances - complete payment history (to
calculate advances from last positive escrow balance
forward)
* Other expenses - copies of corporate advance history
showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the
decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further
documentation.
13. The total of lines 1 through 12.
(w) Credits:
--------
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale,
bid instructions and Escrow
Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee * All other
credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part
------------ A/Initial proceeds and line (18b) for Part
B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
------------------------------------------
23. The total derived from subtracting line 22 from 13. If the
amount represents a realized gain, show the amount in
parenthesis ( ).
Exhibit IIE: Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
--------------------- --------------------- -------------------------------
Servicer Loan No. Servicer Name Servicer Address
--------------------- --------------------- -------------------------------
XXXXX FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: ____________________________________________________
Property Address: _____________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $__________(1)
(2) Interest accrued at Net Rate __________(2)
(3) Accrued Servicing Fees __________(3)
(4) Attorney's Fees __________(4)
(5) Taxes (see page 2) __________(5)
(6) Property Maintenance __________(6)
(7) MI/Hazard Insurance Premiums (see page 2) __________(7)
(8) Utility Expenses __________(8)
(9) Appraisal/BPO __________(9)
(10) Property Inspections __________(10)
(11) FC Costs/Other Legal Expenses __________(11)
(12) Other (itemize) __________(12)
Cash for Keys__________________________ __________(12)
HOA/Condo Fees_______________________ __________(12)
______________________________________ __________(12)
Total Expenses $__________(13)
Credits:
(14) Escrow Balance $__________(14)
(15) HIP Refund ___________(15)
(16) Rental Receipts ___________(16)
(17) Hazard Loss Proceeds ___________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ___________(18a)
HUD Part A
HUD Part B ___________(18b)
6
(18b) HUD Part B
(19) Pool Insurance Proceeds ____________(19)
(20) Proceeds from Sale of Acquired Property ____________(20)
(21) Other (itemize) ____________(21)
_________________________________________ ____________(21)
Total Credits $___________(22)
Total Realized Loss (or Amount of Gain) $___________(23)
7
Escrow Disbursement Detail
------------------ --------------- ---------------- ---------------- ---------------- --------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
------------------ --------------- ---------------- ---------------- ---------------- --------------- ----------------
------------------ --------------- ---------------- ---------------- ---------------- --------------- ----------------
------------------ --------------- ---------------- ---------------- ---------------- --------------- ----------------
------------------ --------------- ---------------- ---------------- ---------------- --------------- ----------------
------------------ --------------- ---------------- ---------------- ---------------- --------------- ----------------
------------------ --------------- ---------------- ---------------- ---------------- --------------- ----------------
------------------ --------------- ---------------- ---------------- ---------------- --------------- ----------------
------------------ --------------- ---------------- ---------------- ---------------- --------------- ----------------
------------------ --------------- ---------------- ---------------- ---------------- --------------- ----------------
8
EXHIBIT III
REGULATION AB COMPLIANCE ADDENDUM
TO SELLER'S PURCHASE, WARRANTIES AND SERVICING AGREEMENT
WITNESSETH
WHEREAS, the Company and the Purchaser have agreed to adopt an
addendum to the Mortgage Loan Sale and Servicing Agreement dated as of August
1, 2005, to reflect the intention of the parties to comply with Regulation AB.
NOW, THEREFORE, in consideration of the mutual promises and mutual
obligations set forth herein, the Company and the Purchaser hereby agree as
follows:
ARTICLE I
DEFINED TERMS
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Agreement. The following terms shall have the
meanings set forth below, unless the context clearly indicates otherwise:
Commission: The United States Securities and Exchange Commission.
Company Information: As defined in Section 2.07(a).
Depositor: With respect to any Securitization Transaction, the Person
identified in writing to the Company by the Purchaser as depositor for such
Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Indemnified Party: each Party described in the first sentence of
Section 2.07(a) hereof.
Qualified Correspondent: Any Person from which the Company purchased
Mortgage Loans, provided that the following conditions are satisfied: (i) such
Mortgage Loans were originated pursuant to an agreement between the Company
and such Person that contemplated that such Person would underwrite mortgage
loans from time to time, for sale to the Company, in accordance with
underwriting guidelines designated by the Company ("Designated Guidelines") or
guidelines that do not vary materially from such Designated Guidelines; (ii)
such Mortgage Loans were in fact underwritten as described in clause (i) above
and were acquired by the Company within 270 days after origination; (iii)
either (x) the Designated Guidelines were, at the time such Mortgage Loans
were originated, used by the Company in origination of mortgage loans of the
same type as the Mortgage Loans for the Company's own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten,
designated by the Company on a consistent basis for use by lenders in
originating mortgage loans to be purchased by the Company; and (iv) the
Company employed, at the time such Mortgage Loans were acquired by the
Company, pre-purchase or post-purchase quality assurance procedures (which may
involve, among other things, review of a sample of mortgage loans purchased
during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied
the underwriting criteria designated by the Company.
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Reconstitution Agreement: An agreement or agreements entered into by
the Company and the Purchaser and/or certain third parties in connection with
a Reconstitution with respect to any or all of the Mortgage Loans.
9
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005))
or by the staff of the Commission, or as may be provided by the Commission or
its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a
sale or other transfer of some or all of the Mortgage Loans directly or
indirectly by the Purchaser to an issuing entity in connection with an
issuance of publicly offered, rated or unrated mortgage-backed securities or
(2) an issuance of publicly offered, rated or unrated securities, the payments
on which are determined primarily by reference to one or more portfolios of
residential mortgage loans consisting, in whole or in part, of some or all of
the Mortgage Loans.
Servicer: As defined in Section 2.03(c).
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB for which the Company is responsible in its capacity
as Servicer as identified on Exhibit B-1 hereto, provided that such Exhibit
B-1 may be amended from time to time to reflect changes in Regulation AB.
Sponsor: With respect to any Securitization Transaction, the Person
identified in writing to the Company by the Purchaser as sponsor for such
Securitization Transaction.
Static Pool Information: Static pool information as described in Item
1l05(a)(l)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood
by participants in the mortgage-backed securities market) of Mortgage Loans
pursuant to a Reconstitution Agreement but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage
Loans (serviced by the Company under a Reconstitution Agreement) under the
direction or authority of the Company or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the
Company (as servicer under a Reconstitution Agreement) or any Subservicer and
is responsible for the performance (whether directly or through Subservicers
or Subcontractors) of a substantial portion of the material servicing
functions required to be performed by the Company under this Agreement or any
Reconstitution Agreement that are identified in Item 1122(d) of Regulation AB.
Third-Party Originator: Each Person, other than a Qualified
Correspondent, that originated Mortgage Loans acquired by the Company.
Whole Loan Transfer: Any sale or transfer by the Purchaser of some or
all of the Mortgage Loans, other than a Securitization Transaction.
ARTICLE II
COMPLIANCE WITH REGULATION AB
Section 2.01. Intent of the Parties; Reasonableness.
-------------------------------------
The Purchaser and the Company acknowledge and agree that the purpose
of Article II of this Reg AB Addendum is to facilitate compliance by the
Purchaser and any Depositor with the provisions of Regulation AB and related
rules and regulations of the Commission and that the provisions of this Reg AB
Addendum shall be applicable to all Mortgage Loans included in a
Securitization Transaction closing on or after January 1, 2006, regardless
whether the Mortgage Loans were purchased by the Purchaser from the Company
prior to the date hereof. Neither the Purchaser nor any Depositor shall
exercise its right to request delivery of information or other
10
performance under these provisions other than in good faith, or for purposes
other than compliance with the Securities Act, the Exchange Act and the rules
and regulations of the Commission thereunder. The Company acknowledges that
interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with reasonable requests made by
the Purchaser or any Depositor in good faith for delivery of information under
these provisions on the basis of evolving interpretations of Regulation AB. In
connection with any Securitization Transaction, the Company shall cooperate
with the Purchaser to deliver to the Purchaser (including any of its assignees
or designees) and any Depositor, any and all statements, reports,
certifications, records and any other information necessary in the good faith
determination of the Purchaser or any Depositor to permit the Purchaser or
such Depositor to comply with the provisions of Regulation AB, together with
such disclosures relating to the Company, any Subservicer, any Third-Party
Originator and the Mortgage Loans, or the servicing of the Mortgage Loans,
reasonably believed by the Purchaser or any Depositor to be necessary in order
to effect such compliance.
The Purchaser and the Company also acknowledge and agree Section
2.02(a)(i)-(v), Section 2.03(c), (e) and (f), Section 2.04, Section 2.05 and
Section 2.06 of this Reg AB Addendum shall only be applicable with respect to
any Mortgage Loan if the Company (or Subservicer, if any) services such
Mortgage Loan following the closing date of a related Securitization
Transaction. The Purchaser and the Company also acknowledge and agree that
this Reg AB Addendum is intended to supplement the terms of the Agreement and,
to the extent inconsistent, the rights and obligations under the Agreement
shall continue to apply with respect to any Reconstitution (as defined in the
Agreement) that is not covered by the definition of "Securitization
Transaction" in this Reg AB Addendum; provided, however, that the requirement
to provide an accountants' report pursuant to Section 6.05 of the Agreement
shall be deemed satisfied with respect to any Reconstitution that occurs on or
following the date hereof by providing an accountants' attestation that
satisfies the requirements of Section 2.05(a)(ii) of this Reg AB Addendum.
For purposes of this Reg AB Addendum, the term "Purchaser" shall
refer to Xxxxxx Xxxxxxx Mortgage Capital Inc. and its successors in interest
and assigns. In addition, any notice or request that must be "in writing" or
"written" may be made by electronic mail.
For the purposes of clarification, the covenants of this clause (ii)
are applicable only with respect to the Specified Mortgage Loans.
Section 2.02. Additional Representations and Warranties of the Company.
--------------------------------------------------------
(a) The Company shall be deemed to represent to the Purchaser and to
any Depositor, as of the date on which information is first provided to the
Purchaser or any Depositor under Section 2.03 that, except as disclosed in
writing to the Purchaser or such Depositor prior to such date: (i) the Company
is not aware and has not received notice that any default, early amortization
or other performance triggering event with respect to the Company has occurred
as to any other securitization due to any act or failure to act of the
Company; (ii) the Company has not been terminated as servicer in a residential
mortgage loan securitization, either due to a servicing default or to
application of a servicing performance test or trigger; (iii) no material
noncompliance with the applicable Servicing Criteria with respect to other
securitizations of residential mortgage loans involving the Company as
servicer has been disclosed or reported by the Company; (iv) no material
changes to the Company's policies or procedures with respect to the servicing
function it will perform under this Agreement and any Reconstitution Agreement
for mortgage loans of a type similar to the Mortgage Loans have occurred
during the three-year period immediately preceding the related Securitization
Transaction; (v) there are no aspects of the Company's financial condition
that are reasonably expected to have a material adverse effect on the
performance by the Company of its servicing obligations under this Agreement
or any Reconstitution Agreement; (vi) there are no material legal or
governmental proceedings pending (or known to be contemplated) against the
Company, any Subservicer or any Third-Party Originator; and (vii) there are no
affiliations, relationships or transactions relating to the Company, any
Subservicer or any Third-Party Originator with respect to any Securitization
Transaction and any party thereto identified in writing to the Company by the
related Depositor of a type described in Item 1119 of Regulation AB.
11
The Company hereby represents and warrants that it is unable without
unreasonable effort or expense to provide (i) Static Pool Information with
respect to mortgage loans that the Company has sold on a servicing-released
basis, other than such information as relates to "original characteristics" as
described in Item 1105(a)(3)(iii) of Regulation AB and (ii) Static Pool
Information regarding cumulative losses with respect to any mortgage loans
originated prior to January 1, 2006.
(b) If so requested in writing by the Purchaser or any Depositor on
any date following the date on which information is first provided to the
Purchaser or any Depositor under Section 2.03, the Company shall use its
reasonable best efforts to within five (5) Business Days, but in no event
later than ten (10) Business Days, following such request confirm in writing
the accuracy of the representations and warranties set forth in paragraph (a)
of this Section or, if any such representation and warranty is not accurate as
of the date of such request, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.
Section 2.03. Information to Be Provided by the Company.
-----------------------------------------
In connection with any Securitization Transaction, the Company shall
use its reasonable best efforts to (i) within five (5) Business Days, but in
no event later than ten (10) Business Days, following written request by the
Purchaser or any Depositor, provide to the Purchaser and such Depositor (or,
as applicable, cause each Third-Party Originator and each Subservicer to
provide), in writing and in form and substance reasonably satisfactory to the
Purchaser and such Depositor, the information and materials specified in
paragraphs (a), (b), (c) and (f) of this Section, and (ii) as promptly as
practicable following notice to or discovery by the Company, provide to the
Purchaser and any Depositor (in writing and in form and substance reasonably
satisfactory to the Purchaser and such Depositor) the information specified in
paragraph (d) of this Section.
(a) If so requested in writing by the Purchaser or any Depositor, the
Company shall provide such information regarding (i) the Company, as
originator of the Mortgage Loans (including as an acquirer of Mortgage Loans
from a Qualified Correspondent), or (ii) each Third-Party Originator, and
(iii) as applicable, each Subservicer, as is reasonably requested for the
purpose of compliance with Items 1103(a)(l), 1105, 1110, 1117 and 1119 of
Regulation AB. Such information shall include, at a minimum (so long as
required by Regulation AB):
(A) the originator's form of organization;
(B) a description of the originator's origination program
and how long the originator has been engaged in originating
residential mortgage loans, which description shall include a
discussion of the originator's experience in originating mortgage
loans of a similar type as the Mortgage Loans; information regarding
the size and composition of the originator's origination portfolio;
and information that may be material, in the good faith judgment of
the Purchaser or any Depositor, to an analysis of the performance of
the Mortgage Loans, including the originators' credit-granting or
underwriting criteria for mortgage loans of similar type(s) as the
Mortgage Loans and such other information as the Purchaser or any
Depositor may reasonably request for the purpose of compliance with
Item 1110(b)(2) of Regulation AB;
(C) a description of any legal or governmental proceedings
pending (or known to be contemplated) against the Company, each
Third-Party Originator and each Subservicer that would be material to
securityholders; and
(D) a description of any affiliation or relationship between
the Company, each Third-Party Originator, each Subservicer and any of
the following parties to a Securitization Transaction, as such
parties are identified to the Company by the Purchaser or any
Depositor in writing in advance of such Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
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(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and (9)
any other material transaction party.
(b) If so requested in writing by the Purchaser or any Depositor, the
Company shall provide (or, as applicable, cause each Third-Party Originator to
provide) vintage origination year Static Pool Information with respect to
mortgage loans of a similar type as the Mortgage Loans (as reasonably
identified by the Purchaser as provided below) originated by (i) the Company,
if the Company is an originator of Mortgage Loans (including as an acquirer of
Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party
Originator, but in each case only to the extent that (x) such mortgage loans
were originated after July 2004 and (y) (A) the Company has not sold such
mortgage loans on a servicing-released basis or (B) such information relates
to "original characteristics" as described in Item 1105(a)(3)(iii) of
Regulation AB. Notwithstanding the preceding sentence, the Company shall not
be required to provide Static Pool Information regarding cumulative losses
with respect to any mortgage loans originated prior to January 1, 2006. Such
Static Pool Information shall be prepared by the Company (or Third-Party
Originator) on the basis of its reasonable, good faith interpretation of the
requirements of Item 1105(a)(2)-(3) of Regulation AB. To the extent that there
is reasonably available to the Company (or Third-Party Originator) Static Pool
Information with respect to more than one mortgage loan type, the Purchaser or
any Depositor shall be entitled to specify whether some or all of such
information shall be provided pursuant to this paragraph. The content of such
Static Pool Information may be in the form customarily provided by the
Company, and need not be customized for the Purchaser or any Depositor, except
for such changes as the Purchaser shall reasonably request to the extent
necessary to comply with Regulation AB. Such Static Pool Information for each
vintage origination year shall be presented in increments no less frequently
than quarterly over the life of the mortgage loans included in the vintage
origination year. The most recent periodic increment must be as of a date no
later than 135 days prior to the date of the prospectus or other offering
document in which the Static Pool Information is to be included or
incorporated by reference. The Static Pool Information shall be provided in an
electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such
electronic format reasonably required by the Purchaser or the Depositor, as
applicable.
Promptly following notice or discovery of a material error in Static
Pool Information provided pursuant to the immediately preceding paragraph
(including an omission to include therein information required to be provided
pursuant to such paragraph), the Company shall provide corrected Static Pool
Information to the Purchaser or any Depositor, as applicable, in the same
format in which Static Pool Information was previously provided to such party
by the Company, subject to such time limits as mutually agreed to by the
Company and the Purchaser or the Depositor, as applicable.
If so requested in writing by the Purchaser or any Depositor, the
Company shall provide (or, as applicable, cause each Third-Party Originator to
provide), at the expense of the requesting party (to the extent of any
additional incremental expense associated with delivery pursuant to this Reg
AB Addendum), such statements and agreed-upon procedures letters of certified
public accountants reasonably acceptable to the Purchaser or Depositor, as
applicable, pertaining to Static Pool Information relating to calendar months
commencing January 1, 2006, as the Purchaser or such Depositor shall
reasonably request. Such statements and letters shall be addressed to and be
for the benefit of such parties as the Purchaser or such Depositor shall
designate, which may include, by way of example, any Sponsor, any Depositor
and any broker dealer acting as underwriter, placement agent or initial
purchaser with respect to a Securitization Transaction. Any such statement or
letter may take the form of a standard, generally applicable document
accompanied by a reliance letter authorizing reliance by the addressees
designated by the Purchaser or such Depositor.
(c) If so requested in writing by the Purchaser or any Depositor with
respect to any Securitization Transaction for which 20% or more of the pool
assets (measured by cut-off date principal balance) are serviced by the
Company and any Subservicer, the Company shall provide such information
regarding the Company, as servicer of the Mortgage Loans, and each Subservicer
(each of the Company and each Subservicer, for purposes of this paragraph, a
"Servicer"), as is reasonably requested for the purpose of compliance with
Item 1108 of Regulation AB. Such information shall include, at a minimum (so
long as required by Regulation AB):
(A) the Servicer's form of organization;
13
(B) a description of how long the Servicer has been
servicing residential mortgage loans; a general discussion of the
Servicer's experience in servicing assets of any type as well as a
more detailed discussion of the Servicer's experience in, and
procedures for, the servicing function it will perform under the
Agreement and any Reconstitution Agreements; information regarding
the size, composition and growth of the Servicer's portfolio of
residential mortgage loans of a type similar to the Mortgage Loans
and information on factors related to the Servicer that may be
material, in the good faith judgment of the Purchaser or any
Depositor, to any analysis of the servicing of the Mortgage Loans or
the related asset-backed securities, as applicable, including,
without limitation:
(1) whether any prior securitizations of mortgage
loans of a type similar to the Mortgage Loans involving the
Servicer have defaulted or experienced an early amortization
or other performance triggering event because of servicing
during the three-year period immediately preceding the
related Securitization Transaction;
(2) the extent of outsourcing the Servicer
utilizes;
(3) whether there has been previous disclosure of
material noncompliance with the applicable servicing
criteria with respect to other securitizations of
residential mortgage loans involving the Servicer as a
servicer during the three-year period immediately preceding
the related Securitization Transaction;
(4) whether the Servicer has been terminated as
servicer in a residential mortgage loan securitization,
either due to a servicing default or to application of a
servicing performance test or trigger; and
(5) such other information as the Purchaser or any
Depositor may reasonably request for the purpose of
compliance with Item 1108(b)(2) of Regulation AB;
(C) a description of any material changes during the
three-year period immediately preceding the related Securitization
Transaction to the Servicer's policies or procedures with respect to
the servicing function it will perform under the Agreement and any
Reconstitution Agreements for mortgage loans of a type similar to the
Mortgage Loans;
(D) information regarding the Servicer's financial
condition, to the extent that there is a material risk that an
adverse financial event or circumstance involving the Servicer could
have a material adverse effect on the performance by the Company of
its servicing obligations under the Agreement or any Reconstitution
Agreement;
(E) information regarding advances made by the Servicer on
the Mortgage Loans and the Servicer's overall servicing portfolio of
residential mortgage loans for the three-year period immediately
preceding the related Securitization Transaction, which may be
limited to a statement by an authorized officer of the Servicer to
the effect that the Servicer has made all advances required to be
made on residential mortgage loans serviced by it during such period,
or, if such statement would not be accurate, information regarding
the percentage and type of advances not made as required, and the
reasons for such failure to advance;
(F) a description of the Servicer's processes and procedures
designed to address any special or unique factors involved in
servicing loans of a similar type as the Mortgage Loans;
(G) a description of the Servicer's processes for handling
delinquencies, losses, bankruptcies and recoveries, such as through
liquidation of mortgaged properties, sale of defaulted mortgage loans
or workouts; and
14
(H) information as to how the Servicer defines or determines
delinquencies and charge-offs, including the effect of any grace
period, re-aging, restructuring, partial payments considered current
or other practices with respect to delinquency and loss experience.
(d) For the purpose of satisfying the reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the Company
shall (or shall cause each Subservicer 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 Company, any
Subservicer or any Third-Party Originator, (B) any affiliations or
relationships that develop following the closing date of a Securitization
Transaction between the Company, any Subservicer or any Third-Party Originator
and any of the parties specified in clause (D) of paragraph (a) of this
Section (and any other parties identified in writing by the requesting party)
with respect to such Securitization Transaction, (C) any Event of Default
under the terms of this Agreement or any Reconstitution Agreement, (D) any
merger, consolidation or sale of substantially all of the assets of the
Company and (E) the Company's entry into an agreement with a Subcontractor to
perform or assist the Company with the performance of any of the Company's
obligations under this Agreement or any Reconstitution Agreement and (ii)
provide to the Purchaser and any Depositor a description of such proceedings,
affiliations or relationships.
(e) As a condition to the succession to the Company or any
Subservicer as servicer or subservicer under the Agreement or any
Reconstitution Agreement by any Person (i) into which the Company or such
Subservicer may be merged or consolidated, or (ii) which may be appointed as a
successor to the Company or any Subservicer, the Company shall provide to the
Purchaser and any Depositor, at least 15 calendar days prior to the effective
date of such succession or appointment, (x) written notice to the Purchaser
and any Depositor of such succession or appointment and (y) in writing and in
form and substance reasonably satisfactory to the Purchaser and such
Depositor, all information reasonably requested in writing by the Purchaser or
any Depositor in order to comply with its reporting obligation under Item 6.02
of Form 8-K with respect to any class of asset-backed securities.
(f) In addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, not later
than ten (10) days prior to the deadline for the filing of any distribution
report on Form 10-D in respect of any Securitization Transaction that includes
any of the Mortgage Loans serviced by the Company or any Subservicer, the
Company or such Subservicer, as applicable, shall, to the extent the Company
or such Subservicer has knowledge, provide to the party responsible for filing
such report (including, if applicable, the Master Servicer) notice of the
occurrence of any of the following events along with all information, data,
and materials related thereto as may be required to be included in the related
distribution report on Form 10-D (as specified in the provisions of Regulation
AB referenced below):
(i) any material modifications, extensions or waivers of pool
asset terms, fees, penalties or payments during the distribution
period or that have cumulatively become material over time (Item
1121(a)(11) of Regulation AB);
(ii) material breaches of pool asset representations or
warranties or transaction covenants (Item 1121(a)(12) of Regulation
AB); and
(iii) information regarding changes to any Mortgage Loans
serviced by the Company or its Subservicers (such as, additions,
substitutions or repurchases), and any material changes in
origination, underwriting or other criteria for acquisition or
selection of pool assets as it relates to a substitution (Item
1121(a)(14) of Regulation AB).
(g) The Company shall provide to the Purchaser, any Master Servicer
and any Depositor, evidence of the authorization of the person signing any
certification and, no more than once a year, 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,
which items may be accepted in the forms acceptable to the Company's and
Subservicer's regulators or the agencies.
15
Section 2.04. Servicer Compliance Statement.
-----------------------------
On or before March 15 of each calendar year, commencing in 2007, the
Company shall deliver to the Purchaser and any Depositor a statement of
compliance addressed to the Purchaser and such Depositor and signed by an
authorized officer of the Company, to the effect that (i) a review of the
Company's activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under the Agreement and any
applicable Reconstitution Agreement during such period has been made under
such officer's supervision, and (ii) to the best of such officers' knowledge,
based on such review, the Company has fulfilled all of its obligations under
the Agreement and any applicable Reconstitution Agreement in all material
respects throughout such calendar year (or applicable portion thereof) or, if
there has been a failure to fulfill any such obligation in any material
respect, specifically identifying each such failure known to such officer and
the nature and the status thereof.
Section 2.05. Report on Assessment of Compliance and Attestation.
--------------------------------------------------
(a) On or before March 15 of each calendar year, commencing in 2007,
the Company shall:
(i) deliver to the Purchaser and any Depositor a report (in
form and substance reasonably satisfactory to the Purchaser and such
Depositor; provided, however, that such report may be in the form
customarily provided by the Company, and need not be customized for
the Purchaser or such Depositor) regarding the Company's assessment
of compliance with the Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of
the Exchange Act and Item 1122 of Regulation AB. Such report shall be
addressed to the Purchaser and such Depositor and signed by an
authorized officer of the Company, and shall address each of the
Servicing Criteria specified on Exhibit B-1 hereto delivered to the
Purchaser concurrently with the execution of this Reg AB Addendum;
(ii) deliver to the Purchaser and any Depositor a report of
a registered public accounting firm reasonably acceptable to the
Purchaser and such Depositor that attests to, and reports on, the
assessment of compliance made by the Company and delivered pursuant
to the preceding paragraph. Such attestation shall be in accordance
with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act;
(iii) cause each Subservicer, and each Subcontractor
determined by the Company pursuant to Section 2.06(b) to be
"participating in the servicing function" within the meaning of Item
1122 of Regulation AB, to deliver to the Purchaser and any Depositor
an assessment of compliance and accountants' attestation as and when
provided in paragraphs (a) and (b) of this Section; and
(iv) 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 Company, in the form attached
hereto as Exhibit A-1
The Company acknowledges that the parties identified in clause (a)(iv) above
may rely on the certification provided by the Company pursuant to such clause
in signing a Sarbanes Certification and filing such with the Commission.
(b) Each assessment of compliance provided by a Subservicer pursuant
to Section 2.05(a)(iii) shall address each of the Servicing Criteria specified
on a certification substantially in the form of Exhibit B-1 hereto delivered
to the Purchaser concurrently with the execution of this Reg AB Addendum or,
in the case of a Subservicer subsequently appointed as such, on or prior to
the date of such appointment. An assessment of compliance provided by a
Subcontractor pursuant to Section 2.05(a)(iii) need not address any elements
of the Servicing Criteria other than those specified by the Company pursuant
to Section 2.06.
16
Section 2.06. Use of Subservicers and Subcontractors.
--------------------------------------
The Company shall not hire or otherwise utilize the services of any
Subservicer to fulfill any of the obligations of the Company as servicer under
the Agreement or any Reconstitution Agreement unless the Company complies with
the provisions of paragraph (a) of this Section. The Company shall not hire or
otherwise utilize the services of any Subcontractor, and shall not authorize
any Subservicer to hire or otherwise utilize the services of any
Subcontractor, to fulfill any of the obligations of the Company as servicer
under the Agreement or any Reconstitution Agreement unless the Company
complies with the provisions of paragraph (b) of this Section.
(a) It shall not be necessary for the Company to seek the consent of
the Purchaser or any Depositor to the utilization of any Subservicer. The
Company shall cause any Subservicer used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with
the provisions of this Section and with Sections 2.02, 2.03(c), (e), (f) and
(g), 2.04, 2.05 and 2.07 of this Agreement to the same extent as if such
Subservicer were the Company, and to provide the information required with
respect to such Subservicer under Section 2.03(d) of this Agreement. The
Company shall be responsible for obtaining from each Subservicer and
delivering to the Purchaser and any Depositor any servicer compliance
statement required to be delivered by such Subservicer under Section 2.04, any
assessment of compliance and attestation required to be delivered by such
Subservicer under Section 2.05 and any certification required to be delivered
to the Person that will be responsible for signing the Sarbanes Certification
under Section 2.05 as and when required to be delivered. For the purposes of
clarification, the covenants of this clause (i) are applicable only with
respect to those Mortgage Loans being securitized in a Securitization
Transaction pursuant to which the Company has entered into a Reconstitution
Agreement..
(b) It shall not be necessary for the Company to seek the consent of
the Purchaser or any Depositor to the utilization of any Subcontractor. The
Company shall promptly upon request provide to the Purchaser and any Depositor
(or any designee of the Depositor, such as a master servicer or administrator)
a written description (in form and substance satisfactory to the Purchaser and
such Depositor) of the role and function of each Subcontractor utilized by the
Company or any Subservicer, specifying (A) the identity of each such
Subcontractor, (B) which (if any) of such Subcontractors are "participating in
the servicing function" within the meaning of Item 1122 of Regulation AB and
(C) which elements of the Servicing Criteria will be addressed in assessments
of compliance provided by each Subcontractor identified pursuant to clause (B)
of this paragraph.
As a condition to the utilization of any Subcontractor determined to
be "participating in the servicing function" within the meaning of Item 1122
of Regulation AB, the Company shall cause any such Subcontractor used by the
Company (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Reg
AB Addendum to the same extent as if such Subcontractor were the Company. The
Company shall be responsible for obtaining from each Subcontractor and
delivering to the Purchaser and any Depositor any assessment of compliance and
attestation required to be delivered by such Subservicer and Subcontractor
under Section 2.05, in each case as and when required to be delivered. For the
purposes of clarification, the covenants of this clause (b) are applicable
only with respect to those Mortgage Loans being securitized in a
Securitization Transaction pursuant to which the Company has entered into a
Reconstitution Agreement.
Section 2.07. Indemnification; Remedies.
-------------------------
(a) The Company shall indemnify the Purchaser, each affiliate of the
Purchaser, and each of the following parties participating in a Securitization
Transaction: each sponsor and issuing entity; each Person (including but not
limited to each master servicer, if applicable) 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, agents and
affiliates (each, an "Indemnified Party") of each of the foregoing and of the
Depositor, and shall hold each of them
17
harmless from and against any claims, 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 under this Article II
by or on behalf of the Company, or provided under this Article II by
or on behalf of any Subservicer, Subcontractor or Third-Party
Originator (collectively, the "Company Information"), or (B) the
omission or alleged omission to state in the Company Information a
material fact required to be stated in the Company 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 Company Information and
not to any other information communicated in connection with a sale
or purchase of securities, without regard to whether the Company
Information or any portion thereof is presented together with or
separately from such other information;
(ii) any breach by the Company under this Article II,
including particularly any failure by the Company, any Subservicer,
any Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or other
material when and as required under this Article II, including any
failure by the Company to identify pursuant to Section 2.06(b) any
Subcontractor "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB; or
(iii) any breach by the Company of a representation or
warranty set forth in Section 2.02(a) or in a writing furnished
pursuant to Section 2.02(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 Company of a representation or warranty in a writing furnished
pursuant to Section 2.02(b) to the extent made as of a date
subsequent to such closing date; or
(iv) negligence, bad faith or willful misconduct of the
Company in connection with its performance under this Article II.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the Company agrees
that it shall contribute to the amount paid or payable by such Indemnified
Party as a result of any claims, losses, damages or liabilities incurred by
such Indemnified Party in such proportion as is appropriate to reflect the
relative fault of such Indemnified Party on the one hand and the Company on
the other
In the case of any failure of performance described in clause (a)(ii)
of this Section, the Company 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 Company, 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 Company, any Subservicer, any
Subcontractor or any Third-Party Originator to deliver any information,
report, certification, accountants' letter or other material when and as
required under this Article II, or any breach by the Company of a
representation or warranty set forth in Section 2.02(a) or in a writing
furnished pursuant to Section 2.02(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 Company of
a representation or warranty in a writing furnished pursuant to Section
2.02(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 of Default
with respect to the Company under the 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 Company as servicer under the Agreement and/or
18
any applicable Reconstitution Agreement without payment (notwithstanding
anything in this Agreement or any applicable Reconstitution Agreement to the
contrary) of any compensation to the Company (and if the Company is servicing
any of the Mortgage Loans in a Securitization Transaction, appoint a successor
servicer reasonably acceptable to the Master Servicer for such Securitization
Transaction); provided that to the extent that any provision of the Agreement
and/or any applicable Reconstitution Agreement expressly provides for the
survival of certain rights or obligations following termination of the Company
as servicer, such provision shall be given effect.
(ii) Any failure by the Company, any Subservicer or any
Subcontractor to deliver any information, report, certification or
accountants' letter when and as required under Section 2.04 or 2.05,
including any failure by the Company to identify pursuant to Section
2.06(b) any Subcontractor "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, which continues
unremedied after the date on which written notice of such failure was
required to be delivered shall constitute an Event of Default with
respect to the Company under the 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 Company as servicer under the Agreement
and/or any applicable Reconstitution Agreement without payment
(notwithstanding anything in this Agreement to the contrary) of any
compensation to the Company; provided that to the extent that any
provision of the Agreement and/or any applicable Reconstitution
Agreement expressly provides for the survival of certain rights or
obligations following termination of the Company 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 Company pursuant to this
subparagraph (ii)(B) if a failure of the Company 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
(iii) The Company 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 Company 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 the
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.
19
EXHIBIT A-1
FORM OF ANNUAL CERTIFICATION
Re: The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among
[IDENTIFY PARTIES]
I, ________________________________, the _____________________ of HSBC
Mortgage Corporation (USA), 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-1 to the Regulation AB
Compliance Addendum to the Agreement (the "Servicing Criteria"), provided in
accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing
reports, officer's certificates and other information relating to the
servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities
Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company
Servicing Information");
(2) Based on my knowledge, the Company Servicing Information, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in the light of
the circumstances under which such statements were made, not misleading with
respect to the period of time covered by the Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information
required to be provided by the Company under the Agreement has been provided
to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
(4) I am responsible for reviewing the activities performed by the Company
as servicer under the Agreement, and based on my knowledge and the compliance
review conducted in preparing the Compliance Statement and except as disclosed
in the Compliance Statement, the Servicing Assessment or the Attestation
Report, the Company has fulfilled its obligations under the Agreement in all
material respects; and
(5) The Compliance Statement required to be delivered by the Company
pursuant to the Agreement, and the Servicing Assessment and Attestation Report
required to be provided by the Company and by any Subservicer and
Subcontractor pursuant to the Agreement, have been provided to the [Depositor]
[Master Servicer]. Any material instances of noncompliance described in such
reports have been disclosed to the [Depositor] [Master Servicer]. Any material
instance of noncompliance with the Servicing Criteria has been disclosed in
such reports.
Date:
-------------------------------------
By:
-------------------------------------
Name:
Title:
20
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";
----------------------------------------------------------------------------------------------------------------------
Servicing Criteria Applicable
Servicing
Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
----------------------------------------------------------------------------------------------------------------------
Policies and procedures are instituted to monitor any
performance or other triggers and events of default X
1122(d)(1)(i) in accordance with the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, X
policies and procedures are instituted to monitor the third party's
performance and compliance with such servicing activities.
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to
maintain a back-up servicer for the mortgage loans are
maintained.
----------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the reporting
period in the amount of coverage required by and otherwise in accordance
with the terms of the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
Cash Collection and Administration
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial X
bank accounts and related bank clearing accounts no more than two
business days following receipt, or such other number of days specified
in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an X
investor are made only by authorized personnel.
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or X
distributions, and any interest or other fees charged for such advances,
are made, reviewed and approved as specified in the transaction
agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iv) The related accounts for the transaction, 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
forth in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
21
----------------------------------------------------------------------------------------------------------------------
Servicing Criteria Applicable
Servicing
Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured depository X
institution as set forth in the transaction agreements. For purposes of
this criterion, "federally insured depository institution" with respect
to a foreign financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1 (b)(1) of the Securities
Exchange Act.
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed X
securities related bank accounts, including custodial accounts and
related bank clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number of days specified in
the transaction agreements; (C) reviewed and approved by someone other
than the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are
resolved within 90 calendar days of their original identification, or
such other number of days specified in the transaction
agreements.
----------------------------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, X
are maintained in accordance with the transaction agreements and
applicable Commission requirements. Specifically, such reports (A) are
prepared in accordance with timeframes and other terms
set forth in the transaction agreements; (B) provide information
calculated in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by its rules
and regulations; and (D) agree with investors' or the trustee's records
as to the total unpaid principal balance and number of mortgage loans
serviced by the Servicer.
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with X
timeframes, distribution priority and other terms set forth in the
transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to
the Servicer's investor records, or such other number of days specified X
in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
statements.
----------------------------------------------------------------------------------------------------------------------
Pool Asset Administration
----------------------------------------------------------------------------------------------------------------------
22
----------------------------------------------------------------------------------------------------------------------
Servicing Criteria Applicable
Servicing
Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained
as required by X the transaction agreements or related
mortgage loan documents.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by the X
transaction agreements
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, X
reviewed and approved in accordance with any conditions or requirements
in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance X
with the related mortgage loan documents are posted to the Servicer's
obligor records maintained no more than two business days after receipt,
or such other number of days specified in the transaction agreements,
and allocated to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's mortgage X
loans (e.g., loan modifications or re-agings) are made, reviewed and
approved by authorized personnel in accordance with the transaction
agreements and related pool asset documents.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period X
a mortgage loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis, or
such other period specified in the transaction agreements, and
describe the entity's activities in monitoring delinquent mortgage loans
including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
----------------------------------------------------------------------------------------------------------------------
1122( d)( 4 )(ix) Adjustments to interest rates or rates of return for mortgage loans with X
variable rates are computed based on the related mortgage loan
documents.
----------------------------------------------------------------------------------------------------------------------
23
----------------------------------------------------------------------------------------------------------------------
Servicing Criteria Applicable
Servicing
Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
1122( d)( 4 )(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest on
such funds is paid, or credited, to obligors in accordance with
applicable mortgage loan documents and state laws; and (C) such funds
are returned to the obligor within 30 calendar days of full repayment of
the related mortgage loans, or such other number of days specified
in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122( d)( 4 )(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration dates,
as indicated on the appropriate bills or notices for such payments,
provided that such support has been received by the servicer at least 30
calendar days prior to these dates, or such other number of days
specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on X
behalf of an obligor are paid from the servicer's funds and not charged
to the obligor, unless the late payment was due to the obligor's error
or omission.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two X
business days to the obligor's records maintained by the servicer, or
such other number of days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts
are recognized and X recorded in accordance with the
transaction agreements.
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xv) Any external enhancement or other support, identified
in Item 1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set forth in the
transaction agreements.
----------------------------------------------------------------------------------------------------------------------
24
[HSBC MORTGAGE CORPORATION (USA)] [NAME OF
SUBSERVICER]
Date:
---------------------------------
By:
---------------------------------
Name:
Title
25
