AMENDED AND RESTATED REGULATION AB COMPLIANCE ADDENDUM TO SELLER’S PURCHASE, WARRANTIES AND SERVICING AGREEMENT (SERVICING-RETAINED)
Exhibit
99.6b
|
EXECUTION
COPY
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AMENDED
AND RESTATED REGULATION AB COMPLIANCE ADDENDUM
TO
SELLER’S PURCHASE, WARRANTIES AND SERVICING AGREEMENT
(SERVICING-RETAINED)
This
Amended and Restated Regulation AB Compliance Addendum (this “Reg AB
Addendum”), dated as of April 17, 2006, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Mortgage Capital Inc. (the “Purchaser”) and Wachovia Mortgage Corporation
(the “Company”), to that certain Seller’s Purchase, Warranties and
Servicing Agreement, dated as of September 1, 2004, by and between the Company
and the Purchaser (as amended, modified or supplemented, the
“Agreement”).
WITNESSETH
WHEREAS,
THE COMPANY AND THE PURCHASER HAVE PREVIOUSLY AGREED TO ADOPT AN ADDENDUM TO
THE
AGREEMENT (THE “ORIGINAL REG AB ADDENDUM”) TO REFLECT THE INTENTION OF
THE PARTIES TO COMPLY WITH REGULATION AB;
WHEREAS,
THE COMPANY AND THE PURCHASER HAVE AGREED TO AMEND AND RESTATE THE TERMS OF
THE
ORIGINAL REG AB ADDENDUM.
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.
Master
Servicer: With respect to any Securitization Transaction, the
“master servicer,” if any, identified in the related transaction
documents.
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.
Regulation
AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB),
17 C.F.R. §§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 or privately placed, rated or unrated mortgage-backed securities or
(2)
an issuance of publicly offered or privately placed, 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 hereto, provided that such Exhibit B 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
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securities
market) of Mortgage Loans but performs one or more discrete functions identified
in Item l122(d) of Regulation AB with respect to Mortgage Loans under the
direction or authority of the Company or a Subservicer.
Subservicer: Any
Person that services Mortgage Loans on behalf of the Company 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
identified in Item 1122(d) of Regulation AB that are required to be performed
by
the Company under this Agreement or any Reconstitution Agreement.
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. Although Regulation AB is applicable by its terms only to
offerings of asset-backed securities that are registered under the Securities
Act, the Company acknowledges that investors in privately offered securities
may
require that the Purchaser or any Depositor provide comparable disclosure in
unregistered offerings. References in this Agreement to compliance
with Regulation AB include provision of comparable disclosure in private
offerings.
Neither
the Purchaser nor any Depositor shall exercise its right to request delivery
of
information or other 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 (or
the
provision in a private offering of disclosure comparable to that required under
the Securities Act). 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
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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 prior to,
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 ▇▇▇▇▇▇
▇▇▇▇▇▇▇ 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.
The
Purchaser shall cooperate with the Company by providing timely notice of
requests for information under these provisions and by reasonably limiting
such
requests to information necessary, in the Purchaser’s reasonable judgment, to
comply with Regulation AB.
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
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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.
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
5
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;
(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
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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 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;
(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
7
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;
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(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
(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 its 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, any Master Servicer and any Depositor in writing of (A) any
litigation or governmental proceedings pending against the Company, any
Subservicer or any Third-Party Originator that would be material to
securityholders, (B) any affiliations or relationships that develop following
the closing date of a Securitization Transaction between the Company, any
Subservicer 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, but only to the extent that such affiliations or relationships
do
not include the Purchaser, Depositor or any of their respective affiliates
as a
party, (C) any Event of Default under the terms of the Agreement or any
Reconstitution Agreement, and (D) any merger, consolidation or sale of
substantially all of the assets of the Company and (E) the Company’s entry into
an agreement with a Subservicer to perform or assist the Company with the
performance of any of the Company’s obligations under the Agreement or any
Reconstitution Agreement, and (ii) provide to the Purchaser and any Depositor
a
description of such events, 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 the 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
9
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 any pool asset changes (such as additions, substitutions or
repurchases), and any material changes in origination, underwriting or other
criteria for acquisition or selection of pool assets (Item 1121(a)(14) of
Regulation AB).
(g) The
Company shall provide to the Purchaser, any Master Servicer and any Depositor,
evidence of the authorization of the Person signing any certification or
statement, copies or other evidence of Fidelity Bond Insurance and Errors and
Omission Insurance policy, financial information and reports, and such other
information related to the Company or any Subservicer or the Company or such
Subservicer’s performance hereunder as may be reasonably requested by the
Purchaser, any Master Servicer or any Depositor.
(h) Any
written notice to be provided pursuant to Sections 2.03(d), (e) or (g) hereof
shall be in the form of the Additional Disclosure Notification attached hereto
as Exhibit C.
Section
2.04. Servicer Compliance Statement.
On
or
before March 1, but in no event later than 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 1, but in no event later than March 15, of each calendar year,
commencing in 2007, the Company shall:
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(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 a certification substantially in the form of Exhibit B 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, the Master Servicer, any Depositor and any other
Person that will be responsible for signing the certification (a “Sarbanes
Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange
Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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. In addition to providing the Sarbanes
Certification, the Servicer shall also cooperate with the Depositor and provide
such additional information as the Depositor may reasonably request with respect
thereto.
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. Neither the Purchaser nor any Depositor will request
delivery of a certification under clause (a)(iv) above unless a Depositor is
required under the Exchange Act to file an annual report on Form 10-K with
respect to an issuing entity whose asset pool includes Mortgage
Loans.
(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 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.
11
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) The
Company shall not hire or otherwise utilize the services of any Subservicer
with
respect to the Mortgage Loans without giving the Purchaser or its designee
fifteen (15) calendar days’ advance written notice of the effective date of such
hiring or utilization of a Subservicer, followed by written confirmation of
such
hiring or utilization of a Subservicer on the effective date of such engagement
and indicating the circumstances surrounding such hiring or
utilization. Any notices required by this Subsection 2.06(a) shall be
sent via telecopier or certified or registered mail to the addresses set forth
below: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Servicer Oversight Group, ▇▇▇▇ ▇-▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Telecopy: ▇▇▇-▇▇▇-▇▇▇▇, and emailed to:
▇▇▇▇▇_▇▇▇▇▇▇▇▇_▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, with a copy to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Telecopy: ▇▇▇-▇▇▇-▇▇▇▇, Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇.▇▇▇ (or
such
other address as such Person may otherwise specify to Company). 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 Subsections 2.02, 2.03(c), (e), (f) and (g), 2.04,
2.05, 2.06(a) and 2.07 of this Reg AB Addendum to the same extent as if such
Subservicer were the Company, and to provide the information required with
respect to such Subservicer under Subsection 2.03(d) of this Reg AB
Addendum. 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
Subsection 2.04, any assessment of compliance and attestation required to be
delivered by such Subservicer under Subsection 2.05 and any certification
required to be delivered to the Person that will be responsible for signing
the
Sarbanes Certification under Subsection 2.05 as and when required to
be delivered.
(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 written 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 reasonably satisfactory to the
Purchaser and such Depositor) of the role and function of each Subcontractor
utilized by the Company or any Subservicer, specifying (i) the identity of
each
such Subcontractor that is “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB as determined by the Company and (ii)
which elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each Subcontractor identified pursuant to clause (i)
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
12
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 Subcontractor under Section 2.05, in each case as and when required
to
be delivered.
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; each Person responsible for the preparation, execution or filing of
any
report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to
Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction; each broker dealer acting as underwriter, placement
agent or initial purchaser, each Person who controls any of such parties or
the
Depositor (within the meaning of Section 15 of the Securities Act and Section
20
of the Exchange Act); and the respective present and former directors, officers,
employees and agents of each of the foregoing and of the Depositor, and shall
hold each of them harmless from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments, and
any other costs, fees and expenses that any of them may sustain arising out
of
or based upon:
(i) (A)
any untrue statement of a material fact contained or alleged to be contained
in
any information, report, certification, accountants’ letter or other material
provided in written or electronic form under this 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;
(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
13
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
losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments and any other costs, fees and expenses 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, any
Subservicer, any Subcontractor or any Third-Party Originator 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 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.
14
(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 (except as provided below) 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 for ten calendar days after the date
on which such information, report, certification or accountants’ letter was
required to be delivered shall constitute an Event of Default with respect
to
the 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 (b)(ii) 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.
15
IN
WITNESS WHEREOF, the Purchaser and the Company have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of
the
day and year first above written.
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇ MORTGAGE CAPITAL INC.,
as
Purchaser
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
|
WACHOVIA
MORTGAGE CORPORATION,
as
Company
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
EXHIBIT
A
FORM
OF
ANNUAL CERTIFICATION
Re: The
[ ]
agreement dated as of
[ ],
200[ ] (the “Agreement”), among
[IDENTIFY
PARTIES]
I,
________________________________, the _____________________ of Wachovia Mortgage
Corporation, certify to [the Purchaser], [the Depositor], and the [Master
Servicer] [Securities Administrator] [Trustee], and their officers, with the
knowledge and intent that they will rely upon this certification,
that:
(1) I
have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”),
the report on assessment of the Company’s compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB and identified as the responsibility
of the Company on Exhibit B to the Regulation AB Compliance Addendum to the
Agreement (the “Servicing Criteria”), provided in accordance with Rules
13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation Report”), and all
servicing reports, officer’s certificates and other information relating to the
servicing of the Mortgage Loans by the Company during 200[ ] that were delivered
by the Company to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee] pursuant to the Agreement (collectively, the “Company Servicing
Information”);
(2) Based
on my knowledge, the Company Servicing Information, taken as a whole, does
not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
(3) Based
on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the [Depositor]
[Master Servicer] [Securities Administrator] [Trustee];
(4) I
am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Company has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer or Subcontractor pursuant to
the
Agreement, have been provided to the [Depositor] [Master
Servicer]. Any material
A-1
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: | |||
A-2
EXHIBIT
B
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”;
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
||
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
|
1122(d)(1)(i)
|
||
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
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
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.
|
X
|
|
Cash
Collection and Administration
|
||
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
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 forth
in the
transaction agreements.
|
X
|
B-1
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For
purposes of this criterion, “federally insured depository institution”
with respect to a foreign financial institution means a foreign financial
institution
that
meets the requirements of Rule 13k-1 (b)(1) of the Securities Exchange
Act.
|
X
|
|
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 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.
|
X
|
|
Investor
Remittances and Reporting
|
||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A)
are prepared in accordance with timeframes and other terms
set
forth in the transaction agreements; (B) provide information calculated
in
accordance with the terms specified in the transaction agreements;
(C) are
filed with the Commission as required by its rules and regulations;
and
(D) agree with investors’ or the trustee’s records as
to
the total unpaid principal balance and number of mortgage loans serviced
by the Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
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 in the
transaction agreements.
|
X
|
B-2
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
Pool
Asset Administration
|
||
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
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.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s mortgage loans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and
concluded
in accordance with the timeframes or other requirements established
by the
transaction agreements.
|
X
|
B-3
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly
basis, or such other 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).
|
X
|
|
1122(
d)( 4 )(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
1122(
d)( 4 )(x)
|
Regarding
any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor’s mortgage loan documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest
on
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.
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X
|
|
1122(
d)( 4 )(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, 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.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
B-4
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
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.
|
X
|
B-5
|
[WACHOVIA
MORTGAGE CORPORATION]
[NAME
OF SUBSERVICER]
|
|||
| Date: | |||
|
|
By:
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||
| Name: | |||
| Title: | |||
B-6
EXHIBIT
C
ADDITIONAL
DISCLOSURE NOTIFICATION
▇▇▇▇▇
Fargo Bank, N.A. as [Securities Administrator and Master Servicer]
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Attn: Corporate
Trust Services – MSM 2006-5AR - SEC REPORT PROCESSING
RE: **Additional
Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section
[2.03(d)][2.03(e)][2.03(f)] of the Regulation AB Compliance Addendum, dated
as
of November 22, 2005, as amended by the Assignment, Assumption and Recognition
Agreement dated as of March 1, 2006 among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., as
Depositor, Wachovia Mortgage Corporation, ▇▇▇▇▇ Fargo Bank, National
Association, as Master Servicer, and LaSalle Bank National Association as
Trustee. The Undersigned hereby notifies you that certain events have
come to our attention that [will][may] need to be disclosed on Form [
].
Description
of Additional Form [ ] Disclosure:
List
of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any
inquiries related to this
notification should be directed to [ ], phone
number: [ ]; email
address: [ ].
|
[NAME
OF PARTY]
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|||
| as [role] | |||
|
|
By:
|
||
| Name: | |||
| Title: | |||
C-1