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Exhibit 99.10
EXECUTION COPY
AGREEMENT
(COMPLIANCE WITH REGULATION AB)
This Agreement (the
"Agreement"),
dated as of April 17,
2006, is by
and
between Wachovia Bank,
National Association,
having an office at
301
South College Street, Charlotte, North Carolina 28288 (the
"Purchaser") and
National City Mortgage Co., an Ohio corporation (the
"Company").
WHEREAS, the
Purchaser and the Company are parties to
that certain
Mortgage Loan Seller/Servicer Agreement dated November 16, 1996 (as
amended
from
time to time, the
"Prior Agreement")
relating to the
purchase and
servicing of certain residential mortgage loans; and
WHEREAS, the
Purchaser and the Company anticipate entering into a
Master Purchase and Servicing Agreement (the "Future Agreement")
to govern
the
purchase and servicing of certain residential mortgage loans;
and
WHEREAS, the Purchaser
and the Company desire to adopt this Agreement
to
prescribe their respective rights and responsibilities relating to
Regulation AB with
respect to the mortgage loans (the "Mortgage Loans")
purchased and/or
serviced pursuant to the Prior Agreement or the Future
Agreement;
NOW, THEREFORE, in
consideration of the mutual agreements hereinafter
set
forth, and for other good and reasonable consideration, the receipt
and
adequacy of which is hereby acknowledged, the Purchaser and Company
hereby
agree as follows:
Section 1.01.
Intent of the Parties.
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The
Purchaser and the Company acknowledge and agree that the purpose of
this Agreement is to
facilitate
compliance by the
Purchaser and any Depositor
with the provisions of
Regulation AB and related rules and regulations of the
Commission. 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
provisions of Securities Act, the Exchange Act and the
rules and regulations of
the Commission thereunder that are applicable to any Securitization
Transaction.
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 negotiate in
good faith with the
Purchaser or any
Depositor,
upon a request
made in good
faith, regarding the Company's delivery of information under these
provisions on
the basis of evolving
interpretations of
Regulation AB. In connection with any
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Securitization Transaction, the Company shall cooperate as set
forth herein with
the Purchaser to
deliver to the
Purchaser (including
any of its assignees
or
designees) and any Depositor, any and all statements, reports, certifications,
records and any other information necessary in the good faith
determination of
the Purchaser
or any Depositor to permit the
Purchaser or such
Depositor to
comply with the
provisions of
Regulation AB,
together with such
disclosures
relating to the Company, any Subservicer, any Third-Party Originator and the
Mortgage Loans, or the servicing of the Mortgage Loans,
reasonably
believed by
the Purchaser
or any Depositor to be necessary in order to effect such
compliance.
Section 1.02.
Additional Representations and Warranties of the Company.
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(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 1.03 that, except as disclosed in
writing to the
Purchaser or such Depositor prior to such date and unless
otherwise disclosed in
such information
provided under Section 1.03: (i) the
Company is not
aware and has not received notice that any default, early
amortization or other performance triggering event 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 scheduled closing date of the related Securitization
Transaction;
(v) there are no aspects of the Company's financial condition that could
have a
material adverse
effect on the
performance
by the Company of its servicing
obligations under this Agreement or any Reconstitution Agreement; (v) there are
no material legal or governmental proceedings pending (or known by
Company to be
contemplated) against
the Company, or to the
knowledge of the Company, any
Subservicer or any Third-Party Originator; and (vi) 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 by the related Depositor of a type described in Item
1119 of Regulation AB.
(b)
If so requested 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 1.03, the Company shall, as soon as practicable
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.
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Section 1.03.
Information to Be Provided by the Company.
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In
connection with any Securitization Transaction the Company shall (i)
as
promptly as
practicable following
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, or in a
mutually agreed upon
electronic format,
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, or in a mutually agreed upon
electronic format,
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 by the
Purchaser or any
Depositor, the Company
shall
provide (or cause each Third-Party Originator or Subservicer,
as applicable, to
provide) such
information,
as mutually agreed upon in good faith by the
Purchaser or any
Depositor and the Company (or such Third-Party Originator or
Subservicer, as
applicable),
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 requested for the purpose of compliance with Items
1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB, to the
extent applicable
to the Company,
Third-Party Originator or Subservicer as originator or servicer
of the Mortgage Loans. Such information shall include, at a
minimum:
(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, as
mutually
agreed upon in good faith by the Purchaser or any Depositor and the
Company
(or
such Third-Party
Originator or
Subservicer,
as applicable) , 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 material legal or
governmental
proceedings
pending (or known by Company to be contemplated) against the Company, or
known by the Company
(after reasonable
due diligence) to be pending or
contemplated against any Third-Party Originator or any Subservicer;
and
(D) as promptly as
practicable following
notice to the
Company, a
description of any
affiliation or relationship between the Company, each
Third-Party
Originator, each
Subservicer and any of the following parties
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to a
Securitization Transaction, as such parties are identified and
noticed
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 by the
Purchaser or any
Depositor, the Company
shall
provide (or, as applicable, cause each Third-Party Originator to
provide) Static
Pool Information
with respect to the
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. 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)(1)-(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.
Such Static
Pool Information for each vintage
origination year or prior securitized pool, as applicable, shall be
presented in
increments no less frequently than quarterly over the life of the
mortgage loans
included in the vintage origination year or prior securitized pool. The most
recent periodic
increment must be as
of a date no later than 135 days prior to
the date of the prospectus or other offering document in which the Static
Pool
Information is to be
included or
incorporated by
reference.
The Static Pool
Information shall be
provided in an electronic format that provides a permanent
record of the
information provided,
such as a portable
document format
(pdf)
file, or other such
electronic format as
mutually agreed upon by the Purchaser
or the Depositor and the Company, 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.
If
so requested
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 Purchaser or Depositor, as applicable (to the extent of any
additional incremental
expense associated with delivery pursuant to this
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Agreement), such
agreed-upon procedures letters of certified public accountants
reasonably acceptable to the Purchaser or Depositor, as applicable, pertaining
to Static Pool Information relating to prior securitized pools for
securitizations closed
on or after
January 1, 2006 or, in the case of
Static
Pool Information
with respect to the Company's or Third-Party Originator's
originations or purchases, to calendar months commencing January 1,
2006, as the
Purchaser or such
Depositor shall
reasonably
request. Such statements and
letters shall be
addressed to and be for the benefit of such parties as the
Purchaser or such
Depositor shall designate, which may include, by way of
example, any Sponsor, any Depositor and any broker dealer acting as
underwriter,
placement agent
or initial purchaser with respect to a Securitization
Transaction, and shall
also be addressed to
and for the benefit of the Company
and such Third-Party Originator; provided, however, that the
procedures and work
to be performed by such certified public accountants shall not create an undue
disruption or
burden on the business operations of the Company. 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 by the
Purchaser or any
Depositor, the Company
shall
provide such
information regarding
the Company, as servicer of the Mortgage
Loans, and cause each
Subservicer to so provide such information (each of the
Company and each Subservicer, for purposes of this paragraph, a
"Servicer"), as
is requested for the purpose of compliance with Item 1108 of
Regulation AB. Such
information shall include, at a minimum:
(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 this Agreement and any
Reconstitution Agreements; information regarding the size,
composition and
growth of the Servicer's portfolio of residential mortgage
loans of a type
similar to the Mortgage Loans and information on factors related to the
Servicer that may be
material, in the good
faith mutual
judgment of the
Company and
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
scheduled closing date of 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
scheduled closing date of the related
Securitization
Transaction;
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(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
scheduled
closing
date of the related
Securitization
Transaction to the Servicer's policies or procedures
with
respect to the servicing function it will perform under
this 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 the effect on one or more
aspects
of
servicing resulting
from such financial condition would have a material
impact on the performance by the Company of its servicing
obligations under
this
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
scheduled closing date of the related Securitization Transaction,
which
may
be limited to a statement by an authorized officer of the Servicer to
the
effect that the Servicer has made all advances required to be made on
residential mortgage
loans serviced by it during such period, or, if such
statement would not be accurate, information regarding the percentage and
type
of advances not made as required, and the reasons for such failure
to
advance;
(F) a description of the Servicer's processes and procedures (if
any)
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)
If so requested by the
Purchaser or any
Depositor for the
purpose of
satisfying its reporting obligation under the Exchange Act with
respect to any
class of asset-backed
securities,
the Company shall upon
discovery (or
shall
cause each Subservicer and Third-Party Originator upon discovery to) (i)
notify
the Purchaser
and any Depositor in writing of (A) any
material litigation
or
governmental
proceedings pending
against the Company,
any Subservicer or
any
Third-Party Originator, as applicable, and (B) any affiliations or
relationships
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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, and (ii) provide to the Purchaser
and any Depositor
a description of such proceedings, affiliations or
relationships.
(e) As a condition to
the succession to the
Company or any
Subservicer as
servicer or subservicer under this 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 five Business 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
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 the related
Securitization Transaction.
(f)
In addition
to such information as the Company, as servicer, is
obligated to provide
pursuant to other
provisions
of this Agreement, if so
requested by the
Purchaser or any
Depositor, the Company
shall provide such
information as is reasonably available to the Company regarding
the performance
or servicing of the
Mortgage Loans as is reasonably required to facilitate
preparation of
distribution reports
in accordance with Item 1121 of Regulation
AB. Such information
shall be provided
concurrently
with the monthly
reports
otherwise required
to be delivered by the service under this Agreement,
commencing with the
first such report due not less than ten Business Days
following such request.
Section 1.04.
Servicer Compliance Statement.
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On
or before March 1 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 as
servicer during the immediately preceding calendar year (or
applicable portion
thereof) and of its performance under this Agreement and any
applicable
Reconstitution Agreement during such period has been made under
such
officer's supervision,
and (ii) to the best of such officers' knowledge, based
on such review, the
Company has fulfilled
all of its
obligations
under this
Agreement and any applicable Reconstitution Agreement in all material
respects
throughout such calendar year (or applicable portion thereof) or, if there has
been a failure to fulfill any such obligation in any material respect,
specifically
identifying each such failure known to such officer and the
nature
and the status thereof.
Section 1.05.
Report on Assessment of Compliance and Attestation.
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(a)
On or before March 1 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)
regarding the
Company's assessment of compliance with the Servicing
Criteria during the immediately preceding calend
