Assignment, Assumption and Recognition Agreement

EXECUTION COPY

THIS (this “Agreement”) dated as of April 13, 2006, among UBS Real Estate Securities Inc., a Delaware corporation formerly known as UBS Warburg Real Estate Securities Inc. (the “Assignor” or the “Purchaser”), Mortgage Asset Securitization Transactions, Inc. (the “Assignee”) and Wells Fargo Bank, N.A. (the “Company”).

In consideration of mutual promises contained herein, the parties hereto agree that those certain mortgage loans (the “Assigned Loans”) listed on Attachment 1 hereto (the “Assigned Loan Schedule”), and, solely with respect to the servicing provisions as they relate to the Assigned Loans (as specified in Section 1.02 below), that certain (i) Seller’s Warranties and Servicing Agreement, dated as of February 1, 2006, between the Assignor and the Company (the “February Servicing Agreement”) and (ii) Seller’s Warranties and Servicing Agreement, dated as of March 1, 2006, between the Assignor and the Company (the “March Servicing Agreement” and together with the February Servicing Agreement, the “Servicing Agreements”), shall be assigned to Assignee in accordance with the terms of this Agreement.  For purposes of this Agreement, the term “Servicing Agreements” includes any separate bill of sale, letter, assignment and conveyance or other instrument pursuant to which Company and Assignor effectuated the purchase and sale of any Mortgage Loan following the execution and delivery of the Servicing Agreements.  Capitalized terms used herein but not defined shall have the meanings ascribed to them in the March Servicing Agreement.

Section 1.01

Assignor hereby conveys, sells, grants, transfers and assigns to Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Servicing Agreements, solely with respect to the servicing provisions thereof as they relate to the Assigned Loans (as specified in Section 1.02 below).  Assignor specifically reserves and does not assign to Assignee any right, title and interest in, to or under or any obligation with respect to any mortgage loans subject to the Servicing Agreements other than those specifically set forth on Attachment 1 hereto.

Section 1.02

The Assignor specifically reserves and does not assign to the Assignee hereunder those rights under the Servicing Agreements that do not relate to the servicing of the Assigned Loans.  The Assignor and the Assignee desire that the Company continue to service the Assigned Loans in accordance with the March Servicing Agreement and the Company has agreed to do so.

Section 2.01

Company warrants and represents to, and covenants with, Assignor and Assignee as of the date hereof:

(i)

Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreements, and the Servicing Agreements are in full force and effect as of the date hereof and its provisions have not been waived, further amended or modified in any respect, nor has any notice of termination been given thereunder;

(ii)

Company is a national banking association, validly existing and in good standing under the laws of the United States, and has all requisite power and authority to perform its obligations under the Servicing Agreements;

(iii)

Company has full power and authority to execute and deliver this Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company’s articles of association or by-laws or any legal restriction, or any material agreement or instrument to which 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 Company or its property is subject.  The execution, delivery and performance by Company of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Company.  This Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by the effect of insolvency, liquidation, conservatorship and other similar laws administered by the Federal Deposit Insurance Corporation affecting the enforcement of contract obligations of insured banks;

(iv)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this Agreement, or the consummation by it of the transactions contemplated hereby;

(v)

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 Servicing Agreements, 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 Servicing Agreements.  The Company is solvent;

(vi)

The Company agrees to make all the representations and warranties regarding the Company set forth in Section 3.01 of the March Servicing Agreement as of the date hereof.

Section 2.02

The Company hereby recognizes that the Assigned Loans will be transferred by the Assignee to U.S. Bank National Association, as Trustee for the holders of MASTR Adjustable Rate Mortgages Trust 2006-2 (including its successors in interest and any successor trustee under the Pooling Agreement defined below, the “Trustee”) in a securitization transaction pursuant to a Pooling and Servicing Agreement, dated as of April 1, 2006 (the “Pooling Agreement”), among the Assignee, the Assignor, the Trustee and Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”), trust administrator (the “Trust Administrator”) and as custodian (the “Custodian”).  From and after the date hereof, the Company acknowledges and agrees that (A) the Trustee will be the owner of the Assigned Loans on behalf of MASTR Adjustable Rate Mortgages Trust 2006-2 (the “Trust”), and Wells Fargo Bank, N.A., will be the Master Servicer, Trust Administrator and Custodian of the Assigned Loans, (B) the Company shall look solely to the Trustee and the Trust Administrator, on behalf of the Trust, for performance of any obligations of the Assignor insofar as they relate to the Assigned Loans, (C)  the Assigned Loans will be part of a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code (the “REMIC”), and the Company shall service the Assigned Loans and any real property acquired upon default thereof (including, without limitation, making or permitting any modification, waiver or amendment of any term of any Mortgage Loan) in accordance with the Servicing Agreement but in no event in a manner that would (i) cause the REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code, the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, and the tax on “net income from foreclosure property” as set forth in Section 860G(c) of the Code) and (D) if any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. (“MERS”) or its designee, the Company shall take all actions as are necessary to cause MASTR Adjustable Rate Mortgages Trust 2006-2 to be shown as the owner of the related Assigned Loan on the record of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgage maintained by MERS. It is the intention of the Assignor, the Company and the Assignee that this Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.  Neither the Company nor the Assignor shall amend or agree to further amend, modify, waive, or otherwise alter any of the terms or provisions of the Servicing Agreements which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of the Trustee.

Section 3.01

Assignor hereby covenants to promptly deliver to the Assignee or its designee any Assigned Loan document received by the Assignor from the Company with respect to the Assigned Loans.

Section 3.02

The parties hereto acknowledge that Assignee will acquire the Assigned Loans for the purpose of assigning such Assigned Loans to the Trustee for the Trust, for the benefit of the related certificateholders on the date hereof.  Assignor and Company hereby acknowledge and consent to the assignment by Assignee to the Trustee, on behalf of the Trust of all of Assignee’s rights against the Company and to the enforcement or exercise of any right or remedy against the Company by Assignee.  Such enforcement of a right or remedy by the Trustee, on behalf of the Trust, shall have the same force and effect as if the right or remedy had been enforced or exercised by Assignee directly.

Section 3.03

Only insofar as it relates to the Assigned Loans, the parties hereto hereby amend the March Servicing Agreement as follows:

(i)

The following phrase is added immediately following the second sentence of the first paragraph of Section 4.04 of the March Servicing Agreement:

“and such Custodial Account shall also be an Eligible Account.”

(ii)

The following definition is added to Article I of the March Servicing Agreement immediately following the definition of “Due Period”:

Eligible Account:  Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee, the Trust Administrator and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a non-interest bearing segregated trust account or accounts maintained with (a) the trust department of a federal or state chartered depository institution or (b) a trust company, acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency.  Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

(iii)

The definition of “Remittance Date” is hereby deleted in its entirety and replaced by the following:

Remittance Date:  The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding) of any month, beginning with the First Remittance Date.

(iv)

The second paragraph of Section 4.01 of the March Servicing Agreement is hereby deleted in its entirety and replaced by the following:

Consistent with the terms of this Agreement, the Company 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 if in the Company’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, the Company shall not make any future advances other than Servicing Advances with respect to a Mortgage Loan.  The Company shall not permit any modification  with respect to any Mortgage Loan that would change the  Mortgage Interest Rate, defer or forgive the payment of principal (except for  actual payments of principal) or change the final maturity date on such Mortgage  Loan, unless the Mortgagor is in default with respect to the Mortgage Loan or  such default is, in the judgment of the Company, imminent.  In the event that no default exists or is imminent, the Company shall request written consent from the Purchaser to permit such a modification and the Purchaser shall provide written consent or notify the Company of its objection to such modification within three (3) Business Days of its receipt of the Company’s request.  In the event of any such modification which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (a) such month’s principal and one month’s interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor.  The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to Section 5.03.  Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties.  If reasonably required by the Company, the Purchaser shall furnish the Company with any powers of attorney and other documents necessary or appropriate to enable the Company to carry out its servicing and administrative duties under this Agreement.

(v)

The words “and the company shall not commence foreclosure proceedings if the purchaser objects to such actions within three (3) Business Days after receiving such notice” are hereby deleted from the second sentence of the first paragraph of Section 4.02 of the March Servicing Agreement.

(vi)

The second paragraph of Section 5.01 (“Remittances”) of the March Servicing Agreement is hereby deleted in its entirety and replaced by the following:

With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Company shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three (3) percentage points, but in no event greater than the maximum amount permitted by applicable law.  Such interest shall be deposited in the Custodial Account by the Company on the date such late payment is made and shall cover the period commencing with the Business Day on which such payment was due and ending with the Business Day on which such payment is made, both inclusive.  Such interest shall be remitted along with the distribution payable on the next succeeding Remittance Date.  The payment by the Company of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Company.

(vii)

Section 5.02 (“Statements to the Purchaser”) of the March Servicing Agreement is hereby deleted in its entirety and replaced by the following:

On or before the tenth calendar day of each month (or if such day is not a Business Day, the immediately preceding Business Day), the Company shall furnish to the Purchaser or its designee a delinquency report in the form set forth in Exhibit H-1, a monthly remittance advice in the form set forth in Exhibit H-2, and a realized loss report in the form set forth in Exhibit H-3, each in a mutually agreeable electronic format, as to the latest Due Period, together with such other information with respect to the Mortgage Loans as the Purchaser may reasonably require to allocate distributions made pursuant to this Agreement and to provide appropriate statements in connection therewith.

(viii)

Exhibits H-1, H-2 and H-3 to the March Servicing Agreement are hereby added immediately following Exhibit G, substantially in the form of Attachment 3 to this Agreement.

(ix)

The first sentence of the second paragraph of Section 6.02 of the March Servicing Agreement is hereby deleted in its entirety and replaced by the following:

If the Company satisfies or releases a Mortgage without first having obtained payment in full of the indebtedness secured by the Mortgage (other than a modification  or liquidation of the Mortgaged Property pursuant to the terms of this  Agreement) or should the Company otherwise prejudice any rights the Purchaser may have under the mortgage instruments, upon written demand of the Purchaser, the Company shall repurchase the related Mortgage Loan at the Repurchase Price by deposit thereof in the Custodial Account within two (2) Business Days of receipt of such demand by the Purchaser.

(x)

The words “the Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such Master Servicer and such Depositor” in Section 6.04 of the March Servicing Agreement are replaced by the words “the Master Servicer”.

(xi)

Section 6.05 to the March Servicing Agreement is hereby deleted in its entirety.

(xii)

The words “the Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such Master Servicer and such Depositor” in Section 6.06 of the March Servicing Agreement are replaced by the words “the Master Servicer”.  In addition, Section 6.06(iii) is amended by removing the phrase “paragraphs (i) and (ii) of” of such section.

(xiii)

Exhibit G to the March Servicing Agreement is hereby deleted in its entirety and replaced by a new Exhibit G, substantially in the form of Attachment 4 to this Agreement.

(xiv)

The definition of “Company Information” in Article I of the March Servicing Agreement is hereby amended to read as follows:

“Company Information:  As defined in Section 9.01(e)(i)(A).”

(xv)

Section 4.30(i) and the last paragraph of Section 4.30 of the March Servicing Agreement is hereby amended by inserting “6.07,” immediately following “6.06,” of such section.

(xvi)

Section 6.07(i) of the March Servicing Agreement is hereby amended by replacing the phrase “under Article IX, Section 4.30, Section 6.04, Section 6.05 or Section 6.06,” with “under Article IX, Section 4.30, Section 6.04 or Section 6.06,”.

(xvii)

Section 6.07(ii) of the March Servicing Agreement is hereby amended by replacing the phrase “Section 6.04, Section 6.05 or Section 6.06,” with “Section 6.04 or Section 6.06,”.

(xviii)

Section 9.01(d) of the March Servicing Agreement is hereby amended by replacing the phrase “paragraphs (i), (ii), (iii) and (vii)” with “paragraphs (i), (ii), (iii), (vii) and (viii)”.

(xix)

Section 9.01(d)(iii) of the March Servicing Agreement is hereby amended by replacing the word “Item” with “Items”.

(xx)

Section 9.01(d)(v) of the March Servicing Agreement is hereby amended by inserting the phrase “, any Master Servicer” immediately following the first reference of the word “Purchaser”.

(xxi)

Section 9.01(e) of the March Servicing Agreement is hereby amended by replacing each reference to “Sections 4.30, 6.04, 6.06, 9.01(e) and (d)” with “Sections 4.30, 6.04, 6.06 and 9.01”.

(xxii)

Section 9.01(e)(iv) of the March Servicing Agreement is hereby replaced in its entirety with the following:

“the negligence, bad faith or willful misconduct with the Company in connection with its performance under Sections 4.30, 6.04, 6.06, 6.07 or 9.01”.

(xxiii)

Paragraph 3 of Section 9.01 of the March Servicing Agreement is hereby amended by replacing the phrase “Section 9.01(d)” with “Sections 4.30, 6.04, 6.06, 6.07 and 9.01”.

Section 4.01

All demands, notices and communications related to the Assigned Loans, the Servicing Agreements and this Agreement shall be in writing and shall be deemed to have been duly given if sent by facsimile or personally delivered or mailed by registered mail, postage prepaid, as follows:

In the case of Company,

Wells Fargo Bank, N.A.

1 Home Campus

Des Moines, Iowa  50328-001

Attention:  John B. Brown, MAC X2401-042

Facsimile:  (515) 213-7121

With a copy to,

Wells Fargo Bank, N.A.

1 Home Campus

Des Moines, Iowa 50328-0001

Attention:  General Counsel MAC X2401-06T

Facsimile: (515) 213-5192

In the case of Assignee,

Mortgage Asset Securitization Transactions, Inc.

1285 Avenue of the Americas

New York, NY 10019

Attention:  Legal Department

Telephone No.:  (212) 713-2000

In the case of Assignor,

UBS Real Estate Securities Inc.

1285 Avenue of the Americas, 11th Floor

New York, NY  10021

Attention:  Eileen Lindblom

Telephone No.:  (212) 713-3546

Facsimile No.:  (212) 713-2080

Section 4.02

Distributions shall be made by wire transfer of immediately available funds to Wells Fargo Bank, N.A., ABA #121-000-248, for credit to SAS Clearing; Account: 3970771416, for further credit to account #50910800.  Applicable statements should be mailed to Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland.  21045-1951, Attn: Client Manager, MARM 2006-2.

Section 4.03

Each party will pay any commissions it has incurred and the reasonable fees of its attorneys in connection with the negotiations for, documenting of and closing of the transactions contemplated by this Agreement.

Section 4.04

This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 4.05

No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced, with prior consent of the Trustee.

Section 4.06

This Agreement shall inure to the benefit of (i) the successors and assigns of the parties hereto and (ii) the Trustee.  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.

Section 4.07

Each of this Agreement and the Servicing Agreements shall survive the conveyance of the Assigned Loans and the assignment of the Agreements to the extent of the Assigned Loans by Assignor to Assignee and Assignee to the trustee.

Section 4.08

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.

Section 4.09

In the event that any provision of this Agreement conflicts with any provision of any of the March Servicing Agreement with respect to the Assigned Loans, the terms of this Agreement shall control.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., as Assignee

By:

             /s/ Peter Slagowitz

Name:       Peter Slagowitz
Title:         Managing Director

By:

             /s/ Douglas Adelman

Name:       Douglas Adelman
Title:         Associate Director

UBS REAL ESTATE SECURITIES INC., as Assignor

By:

             /s/ Peter Slagowitz

Name:       Peter Slagowitz
Title:         Managing Director

By:

             /s/ Douglas Adelman

Name:       Douglas Adelman
Title:         Associate Director

WELLS FARGO BANK, N.A., as Company

By:

             /s/ Bradley A. Davis

Name:       Bradley A. Davis
Title:         Vice President


ATTACHMENT 1

ASSIGNED LOAN SCHEDULE

As delivered to the Trustee on the Closing Date


ATTACHMENT 2

SERVICING AGREEMENTS

On File at McKee Nelson LLP


ATTACHMENT 3

EXHIBIT H TO THE MARCH SERVICING AGREEMENT

Exhibit H-1: 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.

 

 

PROP_ADDRESS

Street Name and Number of Property

 

 

PROP_STATE

The state where the  property located.

 

 

PROP_ZIP

Zip code where the property is located.

 

 

BORR_NEXT_PAY_DUE_DATE

The date that the borrower’s next payment is due to the servicer at the end of processing cycle, as reported by Servicer.

 

MM/DD/YYYY

LOAN_TYPE

Loan Type (i.e. FHA, VA, Conv)

 

 

BANKRUPTCY_FILED_DATE

The date a particular bankruptcy claim was filed.

 

MM/DD/YYYY

BANKRUPTCY_CHAPTER_CODE

The chapter under which the bankruptcy was filed.

 

 

BANKRUPTCY_CASE_NBR

The case number assigned by the court to the bankruptcy filing.

 

 

POST_PETITION_DUE_DATE

The payment due date once the bankruptcy has been approved by the courts

 

MM/DD/YYYY

BANKRUPTCY_DCHRG_DISM_DATE

The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged and/or a Motion For Relief Was Granted.

 

MM/DD/YYYY

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 instructions to begin foreclosure proceedings.

 

MM/DD/YYYY

ATTORNEY_REFERRAL_DATE

Date File Was Referred To Attorney to Pursue Foreclosure

 

MM/DD/YYYY

FIRST_LEGAL_DATE

Notice of 1st legal filed by an Attorney in a Foreclosure Action

 

MM/DD/YYYY

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 from the borrower.

 

MM/DD/YYYY

LIST_PRICE

The price at which an REO property is marketed.

2

No commas(,) or dollar signs ($)

LIST_DATE

The date an REO property is listed at a particular price.

 

MM/DD/YYYY

OFFER_AMT

The dollar value of an offer for an REO property.

2

No commas(,) or dollar signs ($)

OFFER_DATE_TIME

The date an offer is received by DA Admin or by the Servicer.

 

MM/DD/YYYY

REO_CLOSING_DATE

The date the REO sale of the property is scheduled to close.

 

MM/DD/YYYY

REO_ACTUAL_CLOSING_DATE

Actual Date Of REO Sale

 

MM/DD/YYYY

OCCUPANT_CODE

Classification of how the property is occupied.

 

 

PROP_CONDITION_CODE

A code that indicates the condition of the property.

 

 

PROP_INSPECTION_DATE

The date a  property inspection is performed.

 

MM/DD/YYYY

APPRAISAL_DATE

The date the appraisal was done.

 

MM/DD/YYYY

CURR_PROP_VAL

 The current “as is” value of the property based on brokers price opinion or appraisal.

2

 

REPAIRED_PROP_VAL

The amount the property would be worth if repairs are completed pursuant to a broker’s price opinion or appraisal.

2

 

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 Insurance Company.

 

MM/DD/YYYY

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 Insurer

 

MM/DD/YYYY

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 ($)


Exhibit H-1: Standard File Codes – Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:

[ ] ASUM-Approved Assumption

[ ]

BAP-

Borrower Assistance Program

[ ]

CO-

Charge Off

[ ]

DIL-

Deed-in-Lieu

[ ]

FFA-

Formal Forbearance Agreement

[ ]

MOD-Loan Modification

[ ]

PRE-

Pre-Sale

[ ]

SS-

Short Sale

[ ]

MISC-

Anything else approved by the PMI or Pool Insurer

NOTE: Wells 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 Wells 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:

[ ]

Mortgagor

[ ]

Tenant

[ ]

Unknown

[ ]

Vacant

The Property Condition field should show the last reported condition of the property as follows:

[ ]

Damaged

[ ]

Excellent

[ ]

Fair

[ ]

Gone

[ ]

Good

[ ]

Poor

[ ]

Special Hazard

[ ]

Unknown


Exhibit H-1: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

Delinquency Code

Delinquency Description

001

FNMA-Death of principal mortgagor

002

FNMA-Illness of principal mortgagor

003

FNMA-Illness of mortgagor’s family member

004

FNMA-Death of mortgagor’s family member

005

FNMA-Marital difficulties

006

FNMA-Curtailment of income

007

FNMA-Excessive Obligation

008

FNMA-Abandonment of property

009

FNMA-Distant employee transfer

011

FNMA-Property problem

012

FNMA-Inability to sell property

013

FNMA-Inability to rent property

014

FNMA-Military Service

015

FNMA-Other

016

FNMA-Unemployment

017

FNMA-Business failure

019

FNMA-Casualty loss

022

FNMA-Energy environment costs

023

FNMA-Servicing problems

026

FNMA-Payment adjustment

027

FNMA-Payment dispute

029

FNMA-Transfer of ownership pending

030

FNMA-Fraud

031

FNMA-Unable to contact borrower

INC

FNMA-Incarceration


Exhibit H-1: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:

Status Code

Status Description

09

Forbearance

17

Pre-foreclosure Sale Closing Plan Accepted

24

Government Seizure

26

Refinance

27

Assumption

28

Modification

29

Charge-Off

30

Third Party Sale

31

Probate

32

Military Indulgence

43

Foreclosure Started

44

Deed-in-Lieu Started

49

Assignment Completed

61

Second Lien Considerations

62

Veteran’s Affairs-No Bid

63

Veteran’s Affairs-Refund

64

Veteran’s Affairs-Buydown

65

Chapter 7 Bankruptcy

66

Chapter 11 Bankruptcy

67

Chapter 13 Bankruptcy


Exhibit H-2: 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 of loans.

 

Text up to 10 digits

20

LOAN_NBR

A unique identifier assigned to each loan by the investor.

 

Text up to 10 digits

10

SERVICER_LOAN_NBR

A unique number assigned to a loan by the Servicer.  This may be different than the LOAN_NBR.

 

Text up to 10 digits

10

BORROWER_NAME

The borrower name as received in the file.  It is not separated by first and last name.

 

Maximum length of 30 (Last, First)

30

SCHED_PAY_AMT

Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant.

2

No commas(,) or dollar signs ($)

11

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 rate as reported by the Servicer.

4

Max length of 6

6

SERV_FEE_RATE

The servicer’s fee rate for a loan as reported by the Servicer.

4

Max length of 6

6

SERV_FEE_AMT

The servicer’s fee amount for a loan as reported by the Servicer.

2

No commas(,) or dollar signs ($)

11

NEW_PAY_AMT

The new loan payment amount as reported by the Servicer.

2

No commas(,) or dollar signs ($)

11

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 forecasted rate.

4

Max length of 6

6

ACTL_BEG_PRIN_BAL

The borrower’s actual principal balance at the beginning of the processing cycle.

2

No commas(,) or dollar signs ($)

11

ACTL_END_PRIN_BAL

The borrower’s actual principal balance at the end of the processing cycle.

2

No commas(,) or dollar signs ($)

11

BORR_NEXT_PAY_DUE_DATE

The date at the end of processing cycle that the borrower’s next payment is due to the Servicer, as reported by Servicer.

 

MM/DD/YYYY

10

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 curtailment amount.

 

MM/DD/YYYY

10

CURT_ADJ_ AMT_1

The curtailment interest on the first curtailment amount, if applicable.

2

No commas(,) or dollar signs ($)

11

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 curtailment amount.

 

MM/DD/YYYY

10

CURT_ADJ_ AMT_2

The curtailment interest on the second curtailment amount, if applicable.

2

No commas(,) or dollar signs ($)

11

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 curtailment amount.

 

MM/DD/YYYY

10

CURT_ADJ_AMT_3

The curtailment interest on the third curtailment amount, if applicable.

2

No commas(,) or dollar signs ($)

11

PIF_AMT

The loan “paid in full” amount as reported by the Servicer.

2

No commas(,) or dollar signs ($)

11

PIF_DATE

The paid in full date as reported by the Servicer.

 

MM/DD/YYYY

10

 

 

 

Action Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution, 65=Repurchase,70=REO

2

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 by the Servicer.

2

No commas(,) or dollar signs ($)

11

SOLDIER_SAILOR_ADJ_AMT

The Soldier and Sailor Adjustment amount, if applicable.

2

No commas(,) or dollar signs ($)

11

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 applicable.

2

No commas(,) or dollar signs ($)

11

SCHED_BEG_PRIN_BAL

The scheduled outstanding principal amount due at the beginning of the cycle date to be passed through to investors.

2

No commas(,) or dollar signs ($)

11

SCHED_END_PRIN_BAL

The scheduled principal balance due to investors at the end of a processing cycle.

2

No commas(,) or dollar signs ($)

11

SCHED_PRIN_AMT

The scheduled principal amount as reported by the Servicer for the current cycle — only applicable for Scheduled/Scheduled Loans.

2

No commas(,) or dollar signs ($)

11

SCHED_NET_INT

The scheduled gross interest amount less the service fee amount for the current cycle as reported by the Servicer — only applicable for Scheduled/Scheduled Loans.

2

No commas(,) or dollar signs ($)

11

ACTL_PRIN_AMT

The actual principal amount collected by the Servicer for the current reporting cycle — only applicable for Actual/Actual Loans.

2

No commas(,) or dollar signs ($)

11

ACTL_NET_INT

The actual gross interest amount less the service fee amount for the current reporting cycle as reported by the Servicer — only applicable for Actual/Actual Loans.

2

No commas(,) or dollar signs ($)

11

PREPAY_PENALTY_ AMT

The penalty amount received when a borrower prepays on his loan as reported by the Servicer.  

2

No commas(,) or dollar signs ($)

11

PREPAY_PENALTY_ WAIVED

The prepayment penalty amount for the loan waived by the servicer.

2

No commas(,) or dollar signs ($)

11

 

 

 

 

 

MOD_DATE

The Effective Payment Date of the Modification for the loan.

 

MM/DD/YYYY

10

MOD_TYPE

The Modification Type.

 

Varchar – value can be alpha or numeric

30

DELINQ_P&I_ADVANCE_AMT

The current outstanding principal and interest advances made by Servicer.

2

No commas(,) or dollar signs ($)

11


Exhibit H-3: Calculation of Realized Loss/Gain Form 332– Instruction Sheet

The numbers on the 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.  All line entries must be supported by copies of appropriate statements, vouchers, receipts, bills, canceled checks, etc., to document the expense.  Entries not properly documented will not be reimbursed to the Servicer.

13.

The total of lines 1 through 12.

(b)

Credits:

14-21.

Complete as applicable.  All line entries must be supported by copies of the appropriate claims forms, EOBs, HUD-1 and/or other proceeds verification, statements, payment checks, etc. to document the credit.  If the Mortgage Loan is subject to a Bankruptcy Deficiency, the difference between the Unpaid Principal Balance of the Note prior to the Bankruptcy Deficiency and the Unpaid Principal Balance as reduced by the Bankruptcy Deficiency should be input on line 20.

22.

The total of lines 14 through 21.

Please note: For HUD/VA loans, use line (15) for Part A/Initial proceeds and line (16) for Part B/Supplemental proceeds.

(c)

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 H-3A: Calculation of Realized Loss/Gain Form 332

WELLS FARGO BANK, N.A.

CALCULATION OF REALIZED LOSS/GAIN

Prepared by:  __________________

Date:  _______________

Phone:  ______________________   Email Address:_____________________

Servicer Loan No.

 

Servicer Name

 

Servicer Address

WELLS FARGO BANK, N.A. Loan No._____________________________

Property Address:________________________________________________________________

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

 ________________

(5)

(6)

Property Maintenance

 ________________

(6)

(7)

MI/Hazard Insurance Premiums

 ________________

(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__________________________

 ________________

HOA/Condo Fees_______________________

 ________________

______________________________________

 ________________

______________________________________

 ________________

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 Proceeds

________________

(18)

(19)

Pool Insurance Proceeds

________________

(19)

(20)

Proceeds from Sale of Acquired Property

________________

(20)

(21)

Other (itemize)

________________

(21)

_________________________________________

_________________

_________________________________________

_________________

Total Credits

$________________

(22)

Total Realized Loss (or Amount of Gain)

$________________

(23)


ATTACHMENT 4

NEW EXHIBIT G TO THE MARCH SERVICING AGREEMENT

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

 
     

1122(d)(1)(i)

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)(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

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

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

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.

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

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.