Exhibit 99.8(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated January 1, 2006 (this
"Assignment"), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. ("MSMCI" or the
"Purchaser"), GMAC Mortgage Corporation, a Pennsylvania corporation
("Servicer"), and LaSalle Bank, National Association ("LaSalle"), as trustee
("Trustee") of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Loan Trust 2006-1AR (the "Trust") and
acknowledged by ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in
such capacity, the "Master Servicer") and as securities administrator (in such
capacity, the "Securities Administrator") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.
(the "Depositor").
WHEREAS, the Purchaser is the owner of various mortgage loans, including
the mortgage loans identified on Schedule 1 hereto (the "Specified Mortgage
Loans");
WHEREAS, the Servicer and the Purchaser are parties to a Servicing
Agreement, dated as of May 20, 2005 (the "Initial Servicing Agreement") and a
First Amended and Restated Servicing Agreement, dated as of January 1, 2006
(the "the Servicing Agreement"), pursuant to which the Servicer has agreed to
service the Specified Mortgage Loans on behalf of the Purchaser as "Owner" (as
such term is defined in the Servicing Agreement);
WHEREAS, in connection with the servicing of the Mortgage Loans
hereunder, the Seller agrees that, from and after the date hereof, each
Mortgage Loan serviced hereunder will be subject to the Servicing Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the parties agree as follows:
1. Assignment and Assumption
The Purchaser, as Owner, is the owner of all of the rights, title and
interest of the rights (the "Servicing Rights"), in, to and under the
Servicing Agreement as it relates to the servicing of the Specified Mortgage
Loans. Pursuant to this Assignment, the Purchaser hereby grants, transfers and
assigns (i) its rights and obligations, as "Owner" under the Servicing
Agreement with respect to the Specified Mortgage Loans other than the
Servicing Rights which the Owner explicitly retains and (ii) any rights
granted to the Purchaser as Owner under the Servicing Agreement to the
Depositor (the "First Assignment and Assumption"), and the Depositor hereby
acknowledges the First Assignment and Assumption. Immediately after giving
effect to the First Assignment and Assumption, the Depositor hereby grants,
transfers and assigns its rights and obligations in and under the First
Assignment and Assumption to the Trustee, on behalf of the Trust, and the
Trustee, on behalf of the Trust, hereby accepts such assignment from the
Depositor (the "Second Assignment and Assumption").
The Servicer hereby acknowledges each of the First Assignment and
Assumption and the Second Assignment and Assumption.
For the purposes of this Assignment and the Servicing Agreement, Schedule
1 hereto shall constitute a "Mortgage Loan Schedule" as such term is defined
in the Servicing Agreement,
and the assignment set forth herein shall constitute a "Reconstitution" (as
such term is defined in the Servicing Agreement).
2. Recognition of Trustee
The parties confirm that this Assignment includes the rights relating to
amendments or waivers under the Servicing Agreement. Accordingly, the right of
MSMCI, as Owner, to consent to any amendment of the Servicing Agreement and
its rights concerning waivers as set forth in Section 16 of the Servicing
Agreement shall be exercisable, to the extent any such amendment or waiver
affects the Specified Mortgage Loans or any of the rights under the Servicing
Agreement with respect thereto (other than the servicing of the Specified
Mortgage Loans, which shall be enforced by the Master Servicer) by the Trustee
on behalf of the Trust as the successor to the Purchaser in its capacity as
Owner under the Servicing Agreement.
It is expressly understood and agreed by the parties hereto that (i) this
Assignment is executed and delivered by LaSalle Bank, National Association,
not individually or personally but solely on behalf of the Trust, as assignee,
in the exercise of the powers and authority conferred and vested in it, as
Trustee, pursuant to the Pooling and Servicing Agreement dated as of January
1, 2006 among the Depositor, ▇▇▇▇▇ Fargo Bank, National Association, as
securities administrator and master servicer, and the Trustee (the "Pooling
and Servicing Agreement"), (ii) each of the representations, undertakings and
agreements herein made on the part of the Trust as assignee is made and
intended not as personal representations, undertakings and agreements by
LaSalle Bank, National Association but is made and intended for the purpose of
binding only the Trust, (iii) nothing herein contained shall be construed as
creating any liability for LaSalle Bank, National Association, individually or
personally, to perform any covenant (either express or implied) contained
herein and (iv) under no circumstances shall LaSalle Bank, National
Association be personally liable for the payment of any indebtedness or
expenses of the Trust, or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Trust under this Assignment and (v) all recourse for any payment liability or
other obligation of the Trust as assignee shall be had solely to the assets of
the Trust.
3. Representations and Warranties
(a) The Depositor represents and warrants that it is a sophisticated
investor able to evaluate the risks and merits of the transactions
contemplated hereby, and that it has not relied in connection therewith upon
any statements or representations of the Servicer or MSMCI other than those
contained in the Servicing Agreement or this Assignment.
(b) Each of the parties hereto represents and warrants that it is duly
and legally authorized to enter into this Assignment.
(c) Each of the Depositor, the Purchaser and the Servicer represents and
warrants that this Assignment has been duly authorized, executed and delivered
by it and (assuming due authorization, execution and delivery thereof by each
of the other parties hereto) constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law).
(d) The Servicer hereby warrants and represents to, and covenants with,
the Purchaser and the Trustee that each of the representations and warranties
set forth in Section 6.01 of the Servicing Agreement are true and correct with
respect to the Servicer as of the date hereof.
4. The Servicer hereby acknowledges that ▇▇▇▇▇ Fargo Bank, National
Association has been appointed as the Master Servicer of the Specified
Mortgage Loans pursuant to the Pooling and Servicing Agreement and, therefore,
has the right to enforce all obligations of the Servicer under the Servicing
Agreement. Such rights will include, without limitation, the right to
terminate the Servicer under the Servicing Agreement as provided thereunder,
the right to receive all remittances required to be made by the Servicer under
the Servicing Agreement, the right to receive all monthly reports and other
data required to be delivered by the Servicer under the Servicing Agreement,
the right to examine the books and records of the Servicer and the right to
exercise certain rights of consent and approval granted to the Purchaser under
the Servicing Agreement.
In accordance with the Second Assignment and Assumption, the Trustee, as
Owner, hereby directs the Servicer to make all distributions under the
Servicing Agreement to the Master Servicer by wire transfer of immediately
available funds to:
▇▇▇▇▇ Fargo Bank, National Association
ABA Number: ▇▇▇-▇▇▇-▇▇▇
Account Name: Corporate Trust Clearing
Account number: ▇▇▇▇▇▇▇▇▇▇
For further credit to: 50890500, MSM 2006-1AR
In accordance with the Second Assignment and Assumption, the Trustee, as
Owner, hereby directs the Servicer to deliver all reports required to be
delivered under the Servicing Agreement to the Master Servicer at the
following address:
▇▇▇▇▇ Fargo Bank, National Association
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Client ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇-▇▇▇
Office Number: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
5. Amendments to Servicing Agreement.
(a) The following definitions in Section 1 are revised as follows with
respect to the Specified Mortgage Loans:
a. "Eligible Account" shall have the meaning set forth in the
Pooling and Servicing Agreement.
b. "Eligible Investments" shall have the meaning set forth in the
Pooling and Servicing Agreement.
c. "Indemnified Party": each Party described in the first sentence
of Section 31.07(a) of the Servicing Agreement.
d. "Remittance Date" shall mean no later than 1:00 p.m., New York
time, on the 18th day of each month, or if such 18th day is not a Business
Day, the first Business Day immediately following such 18th day.
(b) Solely with respect to the Specified Mortgage Loans, the words ";
provided, however," to and including the end of the penultimate sentence of
paragraph (a) of Section 3.01 are hereby deleted.
(c) The following paragraph is hereby incorporated into the Servicing
Agreement as new Section 3.19:
"3.19 Fair Credit Reporting Act
The Servicer, in its capacity as servicer for each Mortgage Loan,
agrees to fully furnish, in accordance with the Fair Credit Reporting Act
and its implementing regulations, accurate and complete information
(e.g., favorable and unfavorable) on its borrower credit files to
Equifax, Experian and Trans Union Credit Information Servicer (three of
the credit repositories), on a monthly basis."
(d) Solely with respect to the Specified Mortgage Loans, the following
deletions are hereby made to the fourth paragraph of Section 4.01:
a. the words "following the Business Day" are hereby deleted from
the first sentence and
b. the word "second" is hereby deleted from the second sentence.
(e) Solely with respect to the Specified Mortgage Loans, the first
sentence of Section 5.04 is amended by adding the words "(with a copy to the
Master Servicer)" after the word "Owner".
(f) Solely with respect to the Specified Mortgage Loans, Section 8.01(b)
is hereby amended and restated as follows:
"(b) failure on the part of the Servicer duly to observe or perform in
any material respect any other of the covenants or agreements on the part of
the Servicer set forth in this Agreement (including but not limited to breach
by Servicer of any one or more of the representations, warranties and
covenants of the Servicer as set forth in Section 6.01 above) which continues
uncured for a period of thirty (30) days (except that (x) such number of days
shall be fifteen (15) days in the case of a failure to pay any premium for any
insurance policy required to be maintained under this Agreement and (y) such
number of days shall be one (1)
calendar day with respect to the reports required under Sections 5.04 and 5.05
and the last paragraph of Section 25) after the earlier of the date on which
(i) written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Owner, or (ii) Servicer first becomes
aware of such failure and (z)(i) Section 31.04, which shall be governed by the
provisions therein and (ii) Section 31.05, with respect to which such number
of days shall be fifteen (15) days;"
(g) Solely with respect to the Specified Mortgage Loans, the rights of
the Servicer pursuant to clause (iv) of Section 9.01(a) are hereby deleted.
(h) Solely with respect to the Specified Mortgage Loans, the rights of
the Servicer pursuant to Section 9.02 are hereby deleted.
(i) Section 20(a) of the Servicing Agreement is hereby amended to add the
Master Servicer as an "Indemnified Party" in accordance with such Section.
(j) Solely with respect to the Specified Mortgage Loans, the following is
added to the end of Section 22(a):
"or as necessary to provide the reports required by Section 4.05 of the
Pooling and Servicing Agreement."
(k) Section 31.03(d) of the Servicing Agreement is hereby amended and
restated in its entirety as follows:
"For the purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the
Company shall (or shall cause each Subservicer 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 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 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 this Agreement or any Reconstitution
Agreement, (D) any merger, consolidation or sale of substantially all of
the assets of the Company and (E) the Company's entry into an agreement
with a Subcontractor to perform or assist the Company with the
performance of any of the Company's obligations under this Agreement or
any Reconstitution Agreement, and (ii) provide to the Purchaser and any
Depositor a description of such proceedings, affiliations or
relationships."
(l) Section 31.03 (f) of the Servicing Agreement is hereby amended and
restated in its entirety as follows:
"In addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, not
later than ten (10) days prior to the
deadline for the filing of any distribution report on Form 10-D in
respect of any Securitization Transaction that includes any of the
Mortgage Loans serviced by the Company or any Subservicer, the Company or
such Subservicer, as applicable, shall, to the extent the Company or such
Subservicer has knowledge, provide to the party responsible for filing
such report (including, if applicable, the Master Servicer) notice of the
occurrence of any of the following events along with all information,
data, and materials related thereto as may be required to be included in
the related distribution report on Form 10-D (as specified in the
provisions of Regulation AB referenced below):
(i) any material modifications, extensions or waivers of pool
asset terms, fees, penalties or payments during the distribution
period or that have cumulatively become material over time (Item
1121(a)(11) of Regulation AB);
(ii) material breaches of pool asset representations or
warranties or transaction covenants (Item 1121(a)(12) of Regulation
AB); and
(iii) information regarding new asset-backed securities
issuances backed by the same pool assets, any pool asset changes
(such as, additions, substitutions or repurchases), and any material
changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of
Regulation AB).
(m) The following is inserted as 31.03 (g) of the Servicing Agreement:
"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."
(n) Section 31.04 is hereby amended and restated in its entirety as
follows:
"On or before March 15 of each calendar year, commencing in 2007, the
Servicer shall deliver to the Owner and any Depositor a statement of
compliance addressed to the Owner and such Depositor and signed by an
authorized officer of the Servicer, to the effect that (i) a review of
the Servicer's activities 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 Servicer
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.
"In the event that the Servicer fails to timely comply with this
Section 31.04, the Depositor shall use its commercially reasonable
efforts to obtain written statements or assurances from the Commission,
that such failure to provide the required statement of compliance on a
timely basis, and a one time additional failure by the Servicer to
comply
with this Section 31.04, will not result in any adverse effect on the
Depositor or its affiliates with respect to any Shelf Registration on
Form S-3 of the Depositor or any of its affiliates. Any costs or
expenses incurred by the Depositor or the Master Servicer in obtaining
such statement or assurances from the Commission shall be reimbursed to
the Depositor by the Servicer. In the event that the Depositor is
unable to receive any such assurances from the Commission after the use
of such commercially reasonable efforts of the related year, such
failure by the Servicer to comply with this Section 31.04 shall be
deemed an Event of Default, automatically at such time, without notice
and without any cure period, and Depositor may, in addition to whatever
rights the Depositor may have under Section 20 of the Servicing
Agreement and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and
obligations of the Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the
Servicer for the same, as provided in Section 9 of the Servicing
Agreement. Such termination shall be considered with cause pursuant to
Section 9.01 of the Servicing Agreement. This paragraph shall supersede
any other provision in this Agreement or any other agreement to the
contrary."
(o) Section 31.05(a)(iv) of the Servicing Agreement is hereby amended and
restated in its entirety as follows:
"deliver, and cause each Subservicer and Subcontractor described in
clause (iii) above to deliver, to the Purchaser, 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 Servicer, in the form attached hereto as
Exhibit I."
(p) The third sentence of Section 31.06(a) is amended to require the
Company to cause any Subservicer or Subcontractor to comply with all of
the following Sections of the Servicing Agreement: ▇▇▇▇▇▇▇ ▇▇.▇▇, ▇▇▇▇▇▇▇
▇▇.▇▇(▇), (▇), (▇) and (g), Section 31.04, Section 31.05, Section
31.06(a) and Section 31.07.
(q) The last sentence of the second paragraph of Section 31.06(b) is
amended to require the Company to cause any Subservicer or Subcontractor
to provide any assessment of compliance and attestation but also any
other certifications required to delivered under Section 31.05.
(r) Section 31.07(a)(ii) of the Servicing Agreement is hereby amended and
restated in its entirety as follows:
"(ii) any breach by the Company under this Section 31, including
particularly any failure by the Company, any Subservicer, any
Subcontractor 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 31.06(b) any Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB;"
(s) The word "or" is struck at the end of Section 31.07(a)(ii) of the
Servicing Agreement, the word "or" is added at the end of Section
31.07(a)(iii) of the Servicing Agreement, and the following is inserted
to Section 31.07(a) of the Servicing Agreement:
"(iv) negligence, bad faith or willful misconduct of the Company in
connection with its performance under this Article II.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the Company
agrees that it shall contribute to the amount paid or payable by such
Indemnified Party as a result of any claims, losses, damages or
liabilities incurred by such Indemnified Party in such proportion as is
appropriate to reflect the relative fault of such Indemnified Party on
the one hand and the Company on the other.
This indemnification shall survive the termination of this Agreement or
the termination of any party to this Agreement."
(t) The following parenthetical is inserted directly before the proviso
in the last sentence of the first paragraph of Section 31.07(b)(i) of the
Servicing Agreement:
"(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)"
(u) The following paragraph is hereby incorporated into the Servicing
Agreement as new Section 32:
"Third Party Beneficiary. For purposes of this Agreement, any master
servicer appointed in connection with a Reconstitution by the Owner
shall be considered a third party beneficiary to this Agreement
(including but not limited to Sections 31.01, 31.03 and 31.04 hereof)
with respect to the Specified Mortgage Loans entitled to all the rights
and benefits accruing to any master servicer herein with respect to the
Specified Mortgage Loans as if it were a direct party to this
Agreement."
(v) Schedule I to the Initial Agreement is hereby replaced in its
entirety with the Amended and Restated Schedule I attached to this
Assignment as Exhibit II.
(w) All assessments, reports and certifications required to be delivered
by the Servicer this Assignment shall include the Master Servicer as an
addressee, and the Master Servicer shall be entitled to rely upon all such
assessments, reports and certifications.
6. Notices
The Depositor's address for purposes for all notices and correspondence
related to the Mortgage Loans, this Assignment and the Servicing Agreement is:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Loan Trust 2006-1AR
The Trustee's address for purposes for all notices and correspondence related
to the Mortgage Loans, this Assignment and the Servicing Agreement is:
LaSalle Bank, National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Trust Administration - MS0601
The Purchaser's address for purposes for all notices and correspondence
related to the Mortgage Loans, this Assignment and the Servicing Agreement is:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Loan Trust 2006-1AR
With a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel's Office
The Servicer's address for purposes for all notices and correspondence related
to the Mortgage Loans and this Assignment is :
GMAC Mortgage Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Executive Vice President of National Loan Administration
7. Certain Matters Regarding the Trustee
Each party hereto hereby agrees as follows:
Notwithstanding any term hereof to the contrary, the execution and
delivery of this Assignment by Trustee is solely in its capacity as trustee
for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Loan Trust 2006-1AR and not individually, and any
recourse against Trustee in respect of any obligations it may have under or
pursuant to the terms of this Assignment (if any) shall be
limited solely to the assets it may hold as trustee of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage
Loan Trust 2006-1AR.
8. Continuing Effect
Except as contemplated by this Assignment, the Servicing Agreement shall
remain in full force and effect in accordance with its terms.
9. Governing Law
This Assignment and the rights and obligations hereunder shall be
governed by and construed in accordance with the internal laws of the State of
New York.
10. Counterparts
This Assignment may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same instrument.
11. Definitions
Any capitalized term used but not defined in this Assignment has the same
meaning as in the Servicing Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption
and Recognition Agreement to be executed by their duly authorized officers as
of the date first above written.
Purchaser Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE LOAN TRUST
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE CAPITAL INC. 2006-1AR
BY: LASALLE BANK, NATIONAL
ASSOCIATION, AS TRUSTEE
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------ ------------------------
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------ ------------------------
Its: Executive Director Its: Executive Director
------------------------------ ------------------------
Taxpayer Identification
Number:
Servicer
GMAC MORTGAGE CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Its: Vice President
------------------------------
Taxpayer Identification
Number:
Acknowledged and Agreed:
▇▇▇▇▇ FARGO BANK, NATIONAL
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC. ASSOCIATION, AS MASTER SERVICER
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ ------------------------
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ ------------------------
Its: Vice President Its: Assistant Vice President
------------------------------ ------------------------
Taxpayer Identification
Number: _____________________
Schedule I
Specified Mortgage Loan Schedule
[see Schedule A to the Pooling and Servicing Agreement
on file with the Servicer, the Master Servicer and the Depositor]
Exhibit II A: Standard File Layout - Delinquency Reporting
-------------------------------------- -------------------------------------------------- --------- -------------
Column/Header Name Description Decimal Format
Comment
-------------------------------------- -------------------------------------------------- --------- -------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the
LOAN_NBR
-------------------------------------- -------------------------------------------------- --------- -------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- -------------------------------------------------- --------- -------------
CLIENT_NBR Servicer Client Number
-------------------------------------- -------------------------------------------------- --------- -------------
SERV_INVESTOR_NBR Contains a unique number as assigned by
an external servicer to identify a
group of loans in their system.
-------------------------------------- -------------------------------------------------- --------- -------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- -------------------------------------------------- --------- -------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- -------------------------------------------------- --------- -------------
▇▇▇▇_▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 MM/DD/YYYY
payment is due to the servicer at the
end of processing cycle, as reported
by Servicer.
-------------------------------------- -------------------------------------------------- --------- -------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- -------------------------------------------------- --------- -------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- -------------------------------------------------- --------- -------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- -------------------------------------------------- --------- -------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has MM/DD/YYYY
been approved by the courts
-------------------------------------- -------------------------------------------------- --------- -------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- -------------------------------------------------- --------- -------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- -------------------------------------------------- --------- -------------
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 MM/DD/YYYY
To End/Close
-------------------------------------- -------------------------------------------------- --------- -------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually MM/DD/YYYY
Completed
-------------------------------------- -------------------------------------------------- --------- -------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the MM/DD/YYYY
servicer with instructions to begin foreclosure
proceedings.
-------------------------------------- -------------------------------------------------- --------- -------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- -------------------------------------------------- --------- -------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- -------------------------------------------------- --------- -------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- -------------------------------------------------- --------- -------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
FRCLSR_SALE_AMT The amount a property sold for at the 2 No commas(,)
foreclosure sale. or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- -------------------------------------------------- --------- -------------
EVICTION_COMPLETED_DATE The date the court revokes legal MM/DD/YYYY
possession of the property from the
borrower.
-------------------------------------- -------------------------------------------------- --------- -------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
LIST_DATE The date an REO property is listed at a MM/DD/YYYY
particular price.
-------------------------------------- -------------------------------------------------- --------- -------------
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 MM/DD/YYYY
the Servicer.
-------------------------------------- -------------------------------------------------- --------- -------------
REO_CLOSING_DATE The date the REO sale of the property is MM/DD/YYYY
scheduled to close.
-------------------------------------- -------------------------------------------------- --------- -------------
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 2
on brokers price opinion or appraisal.
-------------------------------------- -------------------------------------------------- --------- -------------
REPAIRED_PROP_VAL The amount the property would be worth if 2
repairs are completed pursuant to a broker's
price opinion or appraisal.
-------------------------------------- -------------------------------------------------- --------- -------------
If applicable:
--------------
-------------------------------------- -------------------------------------------------- --------- -------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- -------------------------------------------------- --------- -------------
DELINQ_REASON_CODE The circumstances which caused a
borrower to stop paying on a loan. Code
indicates the reason why the loan is in
default for this cycle.
-------------------------------------- -------------------------------------------------- --------- -------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- -------------------------------------------------- --------- -------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- -------------------------------------------------- --------- -------------
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 MM/DD/YYYY
By The Pool Insurer
-------------------------------------- -------------------------------------------------- --------- -------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- -------------------------------------------------- --------- -------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- -------------------------------------------------- --------- -------------
14
Exhibit II B: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: ▇▇▇▇▇ 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
▇▇▇▇▇ Fargo Bank with a description of each of the Loss Mitigation Types prior
to sending the file.
The Occupant Code field should show the current status of the property code as
follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the
property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
15
Exhibit II C: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency
as follows:
--------------------------------------------------------
Delinquency Delinquency Description
Code
--------------------------------------------------------
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
--------------------------------------------------------
16
Exhibit II C: 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
-------------------------------------------------------
17
Exhibit II D : Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and
all credits as separate line items. Claim packages are due on the
remittance report date. Late submissions may result in claims not
being passed until the following month. The Servicer is responsible to
remit all funds pending loss approval and /or resolution of any
disputed items.
(a)
(b) The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default
through liquidation breaking out the net interest and servicing
fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee
that would have been earned if all delinquent payments had been
made as agreed. For documentation, an Amortization Schedule from
date of default through liquidation breaking out the net interest
and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance
of the Mortgage Loan as calculated on a monthly basis. For
documentation, an Amortization Schedule from date of default
through liquidation breaking out the net interest and servicing
fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form -
breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to
default require evidence of servicer efforts to recover
advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance
forward)
* Other expenses - copies of corporate advance history showing
all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision
and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further
documentation.
13. The total of lines 1 through 12.
(c) Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid
instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial
proceeds and line (18b) for Part B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis ( ).
19
Exhibit IIE: Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------- ------------------------ -----------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------- ------------------------ -----------------------------
▇▇▇▇▇ FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: ___________________________________________________
Property Address: __________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount __________________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $______________ (1)
(2) Interest accrued at Net Rate ________________ (2)
(3) Accrued Servicing Fees ________________ (3)
(4) Attorney's Fees ________________ (4)
(5) Taxes (see page 2) ________________ (5)
(6) Property Maintenance ________________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________ (7)
(8) Utility Expenses ________________ (8)
(9) Appraisal/BPO ________________ (9)
(10) Property Inspections ________________ (10)
(11) FC Costs/Other Legal Expenses ________________ (11)
(12) Other (itemize) ________________ (12)
Cash for Keys__________________________ ________________ (12)
HOA/Condo Fees_________________________ ________________ (12)
_______________________________________ ________________ (12)
Total Expenses $_______________ (13)
Credits:
(14) Escrow Balance $_______________ (14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a)
HUD Part A
HUD Part B ________________ (18b)
20
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
__________________________________________ ________________ (21)
Total Credits $_______________ (22)
Total Realized Loss (or Amount of Gain) $_______________ (23)
21
Escrow Disbursement Detail
-------------------------------------------------------------------------------
Type Date Paid Period of Total Paid Base Penalties Interest
(Tax /Ins.) Coverage Amount
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
22