Exhibit 99.9a
EXECUTION VERSION
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated May 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 2006-8AR (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 May 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
2
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: 50922500, MSM 2006-8AR
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.
3
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 fourteen
4
(14) calendar days with respect to the reports required under Sections 31.04
and 31.05 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."
(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
5
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 1 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
6
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. In addition to providing the Sarbanes Certification, the
Servicer shall also cooperate with the Depositor and provide such
additional information as the Depositor may reasonably request with
respect thereto."
(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;"
7
(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 Servicing Agreement is hereby replaced in its
entirety with the Amended and Restated Schedule I attached to this
Assignment as Exhibit II.
(w) Exhibit J to the Servicing Agreement is hereby replaced in its
entirety with Exhibit IV attached hereto.
(x) 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.
(y) Written notice provided in compliance with Sections 31.03(d), (e) or
(f) of the Servicing Agreement shall be substantially in the form of Exhibit
III to this Agreement.
8
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 2006-8AR
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: Global Securities and Trust Services MSM 2006-8AR
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 2006-8AR
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
9
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 2006-8AR 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
2006-8AR.
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]
10
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 2006-8AR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE CAPITAL INC. BY: LASALLE BANK NATIONAL ASSOCIATION, AS
TRUSTEE
/s/ ▇▇▇▇▇▇▇ ▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------- --------------------------------
By: ▇▇▇▇▇▇▇ ▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------- --------------------------------
Its: Vice President Its: Vice President
-------------------------------- --------------------------------
Taxpayer Identification
Number:
Servicer
GMAC MORTGAGE CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Its: Executive Vice President
--------------------------------
Taxpayer Identification
Number: ▇▇-▇▇▇▇▇▇▇
Acknowledged and Agreed:
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, AS
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC. MASTER SERVICER
/s/ ▇▇▇▇▇▇▇ ▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------- --------------------------------
By: ▇▇▇▇▇▇▇ ▇▇▇ By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------- --------------------------------
Its: Vice President Its: Vice President
-------------------------------- --------------------------------
Taxpayer Identification
Number:
11
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]
12
Exhibit IIA: Standard File Layout - Delinquency Reporting
Column/Header Name Description Decimal Format Comment
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the
LOAN_NBR
LOAN_NBR A unique identifier assigned to each loan by the
originator.
CLIENT_NBR Servicer Client Number
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans
in their system.
BORROWER_FIRST_NAME First Name of the Borrower.
BORROWER_LAST_NAME Last name of the borrower.
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 MM/DD/YYYY
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 servicer MM/DD/YYYY
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 ($)
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
EVICTION_COMPLETED_DATE The date the court revokes legal possession of MM/DD/YYYY
the property from the borrower.
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
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 ($)
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
REO_CLOSING_DATE The date the REO sale of the property is MM/DD/YYYY
scheduled to close.
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is occupied.
PROP_CONDITION_CODE A code that indicates the condition of the
property.
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth if 2
repairs are completed pursuant to a broker's
price opinion
2
or appraisal.
If applicable:
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a borrower to
stop paying on a loan. Code indicates the
reason why the loan is in default for this cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
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 ($)
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
3
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 ($)
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
4
Exhibit IIB: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: ▇▇▇▇▇ 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
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
-------------------- ----------------------------------------------
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
-------------------- ---------------------------------------------
2
Exhibit IIC: Standard File Layout - Master Servicing
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
Column Name Description Decimal Format Comment Max
Size
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SER_INVESTOR_NBR A value assigned by the Servicer to Text up to 10 digits 20
define a group of loans.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
LOAN_NBR A unique identifier assigned to each Text up to 10 digits 10
loan by the investor.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SERVICER_LOAN_NBR A unique number assigned to a loan Text up to 10 digits 10
by the Servicer. This may be
different than the LOAN_NBR.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
BORROWER_NAME The borrower name as received in the Maximum length of 30 (Last, 30
file. It is not separated by first First)
and last name.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SCHED_PAY_AMT Scheduled monthly principal and 2 No commas(,) or dollar signs ($) 11
scheduled interest payment that a
borrower is expected to pay, P&I
constant.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
NOTE_INT_RATE The loan interest rate as reported 4 Max length of 6 6
by the Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
NET_INT_RATE The loan gross interest rate less 4 Max length of 6 6
the service fee rate as reported by
the Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SERV_FEE_RATE The servicer's fee rate for a loan 4 Max length of 6 6
as reported by the Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SERV_FEE_AMT The servicer's fee amount for a loan 2 No commas(,) or dollar signs ($) 11
as reported by the Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
NEW_PAY_AMT The new loan payment amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
NEW_LOAN_RATE The new loan rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
ARM_INDEX_RATE The index the Servicer is using to 4 Max length of 6 6
calculate a forecasted rate.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
ACTL_BEG_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the beginning of the
processing cycle.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
ACTL_END_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the end of the processing
cycle.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing MM/DD/YYYY 10
cycle that the borrower's next
payment is due to the Servicer, as
reported by Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SERV_CURT_AMT_1 The first curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SERV_CURT_DATE_1 The curtailment date associated with MM/DD/YYYY 10
the first curtailment amount.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
CURT_ADJ_ AMT_1 The curtailment interest on the 2 No commas(,) or dollar signs ($) 11
first curtailment amount, if
applicable.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SERV_CURT_AMT_2 The second curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SERV_CURT_DATE_2 The curtailment date associated with MM/DD/YYYY 10
the second curtailment amount.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
CURT_ADJ_ AMT_2 The curtailment interest on the 2 No commas(,) or dollar signs ($) 11
second curtailment amount, if
applicable.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SERV_CURT_AMT_3 The third curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SERV_CURT_DATE_3 The curtailment date associated with MM/DD/YYYY 10
the third curtailment amount.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
CURT_ADJ_AMT_3 The curtailment interest on the 2 No commas(,) or dollar signs ($) 11
third curtailment amount, if
applicable.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
PIF_AMT The loan "paid in full" amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
PIF_DATE The paid in full date as reported by MM/DD/YYYY 10
the Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
Action Code Key: 15=Bankruptcy, 2
ACTION_CODE The standard FNMA numeric code used 30=Foreclosure, , 60=PIF,
to indicate the default/delinquent 63=Substitution,
status of a particular loan. 65=Repurchase,70=REO
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
INT_ADJ_AMT The amount of the interest 2 No commas(,) or dollar signs ($) 11
adjustment as reported by the
Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment 2 No commas(,) or dollar signs ($) 11
amount, if applicable.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
2
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs ($) 11
applicable.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
LOAN_LOSS_AMT The amount the Servicer is passing 2 No commas(,) or dollar signs ($) 11
as a loss, if applicable.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal 2 No commas(,) or dollar signs ($) 11
amount due at the beginning of the
cycle date to be passed through to
investors.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SCHED_END_PRIN_BAL The scheduled principal balance due 2 No commas(,) or dollar signs ($) 11
to investors at the end of a
processing cycle.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SCHED_PRIN_AMT The scheduled principal amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer for the
current cycle -- only applicable for
Scheduled/Scheduled Loans.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
SCHED_NET_INT The scheduled gross interest amount 2 No commas(,) or dollar signs ($) 11
less the service fee amount for the
current cycle as reported by the
Servicer -- only applicable for
Scheduled/Scheduled Loans.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
ACTL_PRIN_AMT The actual principal amount 2 No commas(,) or dollar signs ($) 11
collected by the Servicer for the
current reporting cycle -- only
applicable for Actual/Actual Loans.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
ACTL_NET_INT The actual gross interest amount 2 No commas(,) or dollar signs ($) 11
less the service fee amount for the
current reporting cycle as reported
by the Servicer -- only applicable
for Actual/Actual Loans.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs ($) 11
borrower prepays on his loan as
reported by the Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for 2 No commas(,) or dollar signs ($) 11
the loan waived by the servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
MOD_TYPE The Modification Type. Varchar - value can be alpha or 30
numeric
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
3
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal 2 No commas(,) or dollar signs ($) 11
and interest advances made by
Servicer.
------------------------------------ -------------------------------------- --------- ---------------------------------- ------
4
Exhibit IID : Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all
credits as separate line items. Claim packages are due on the remittance
report date. Late submissions may result in claims not being passed until
the following month. The Servicer is responsible to remit all funds
pending loss approval and /or resolution of any disputed items.
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.
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 ( ).
6
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)
7
(16) Rental Receipts _______________ (16)
(17) Hazard Loss Proceeds _______________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance _______________ (18a)
HUD Part A _______________
(18b) HUD Part B
(19) Pool Insurance Proceeds _______________ (19)
(20) Proceeds from Sale of Acquired Property _______________ (20)
(21) Other (itemize) _______________ (21)
_________________________________________ _______________ (21)
Total Credits $ _______________ (22)
Total Realized Loss (or Amount of Gain) $ _______________ (23)
8
Escrow Disbursement Detail
--------------- ------------ ------------- ------------- ------------- ------------ -------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
--------------- ------------ ------------- ------------- ------------- ------------ -------------
9
EXHIBIT III
Additional Disclosure Notification
▇▇▇▇▇ Fargo Bank, N.A. as [Securities Administrator and Master Servicer]
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Attn: Corporate Trust Services - MSM 2006-8AR - SEC REPORT PROCESSING
RE: **Additional Form [ ] Disclosure**Required
Ladies and Gentlemen:
In accordance with Section [31.03(d)][31.03(e)][31.03(f)] of the Sale and
Servicing Agreement, dated as of January 1, 2006, as amended by the Assignment,
Assumption and Recognition Agreement dated as of May 1, 2006 among ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Capital I Inc., as Depositor, GMAC Mortgage Corporation, ▇▇▇▇▇ Fargo
Bank, National Association, as Master Servicer, and LaSalle Bank National
Association as Trustee. The Undersigned hereby notifies you that certain events
have come to our attention that [will][may] need to be disclosed on Form [ ].
Description of Additional Form [ ] Disclosure:
List of Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any inquiries related to this notification should be directed to [ ],
phone number: [ ]; email address: [ ].
[NAME OF PARTY]
as [role]
By: __________________
Name:
Title:
10
EXHIBIT IV
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";
------------------------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
------------------------------------------------------------------------------------------------------------
Reference Criteria
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
General Servicing Considerations
------------------------------------------------------------------------------------------------------------
Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
1122(d)(1)(i) transaction agreements.
------------------------------------------------------------------------------------------------------------
If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
1122(d)(1)(ii) activities.
------------------------------------------------------------------------------------------------------------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained.
------------------------------------------------------------------------------------------------------------
A fidelity bond and errors and omissions policy is in effect on X
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
1122(d)(1)(iv) agreements.
------------------------------------------------------------------------------------------------------------
Cash Collection and Administration
------------------------------------------------------------------------------------------------------------
Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other
1122(d)(2)(i) number of days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------
Disbursements made via wire transfer on behalf of an obligor or X
1122(d)(2)(ii) to an investor are made only by authorized personnel.
------------------------------------------------------------------------------------------------------------
Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
1122(d)(2)(iii) transaction agreements.
------------------------------------------------------------------------------------------------------------
11
------------------------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
------------------------------------------------------------------------------------------------------------
Reference Criteria
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
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 X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
------------------------------------------------------------------------------------------------------------
Each custodial account is maintained at a federally insured X
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
1122(d)(2)(v) Securities Exchange Act.
------------------------------------------------------------------------------------------------------------
Unissued checks are safeguarded so as to prevent unauthorized X
1122(d)(2)(vi) access.
------------------------------------------------------------------------------------------------------------
Reconciliations are prepared on a monthly basis for all X
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
1122(d)(2)(vii) days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
------------------------------------------------------------------------------------------------------------
12
------------------------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
------------------------------------------------------------------------------------------------------------
Reference Criteria
------------------------------------------------------------------------------------------------------------
Reports to investors, including those to be filed with the X
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
1122(d)(3)(i) balance and number of mortgage loans serviced by the Servicer.
------------------------------------------------------------------------------------------------------------
Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth
1122(d)(3)(ii) in the transaction agreements.
------------------------------------------------------------------------------------------------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
------------------------------------------------------------------------------------------------------------
Pool Asset Administration
------------------------------------------------------------------------------------------------------------
Collateral or security on mortgage loans is maintained as X
required by the transaction agreements or related mortgage loan
1122(d)(4)(i) documents.
------------------------------------------------------------------------------------------------------------
Mortgage loan and related documents are safeguarded as required X
1122(d)(4)(ii) by the transaction agreements
------------------------------------------------------------------------------------------------------------
Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
1122(d)(4)(iii) requirements in the transaction agreements.
------------------------------------------------------------------------------------------------------------
13
------------------------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
------------------------------------------------------------------------------------------------------------
Reference Criteria
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Payments on mortgage loans, including any payoffs, made in X
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
1122(d)(4)(iv) accordance with the related mortgage loan documents.
------------------------------------------------------------------------------------------------------------
The Servicer's records regarding the mortgage loans agree with X
the Servicer's records with respect to an obligor's unpaid
1122(d)(4)(v) principal balance.
------------------------------------------------------------------------------------------------------------
Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
1122(d)(4)(vi) the transaction agreements and related pool asset documents.
------------------------------------------------------------------------------------------------------------
Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
1122(d)(4)(vii) established by the transaction agreements.
------------------------------------------------------------------------------------------------------------
Records documenting collection efforts are maintained during the X
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
1122(d)(4)(viii) temporary (e.g., illness or unemployment).
------------------------------------------------------------------------------------------------------------
Adjustments to interest rates or rates of return for mortgage X
loans with variable rates are computed based on the related
1122(d)(4)(ix) mortgage loan documents.
------------------------------------------------------------------------------------------------------------
14
------------------------------------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
------------------------------------------------------------------------------------------------------------
Reference Criteria
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis,
or such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
1122(d)(4)(x) number of days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------
Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
1122(d)(4)(xi) other number of days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------
Any late payment penalties in connection with any payment to be X
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
1122(d)(4)(xii) to the obligor's error or omission.
------------------------------------------------------------------------------------------------------------
Disbursements made on behalf of an obligor are posted within two X
business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
1122(d)(4)(xiii) transaction agreements.
------------------------------------------------------------------------------------------------------------
Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
1122(d)(4)(xiv) agreements.
------------------------------------------------------------------------------------------------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is
1122(d)(4)(xv) maintained as set forth in the transaction agreements.
------------------------------------------------------------------------------------------------------------
15