EX-99.9A 13 efc6-1890_ex999a.txt Exhibit 99.9a EXECUTION VERSION ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated May 1, 2006 (this "Assignment"), among Morgan Stanley Mortgage Capital Inc. ("MSMCI" or the "Purchaser"), GMAC Mortgage Corporation, a Pennsylvania corporation ("Servicer"), and LaSalle Bank National Association ("LaSalle"), as trustee ("Trustee") of Morgan Stanley Mortgage Loan Trust 2006-8AR (the "Trust") and acknowledged by Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator") and Morgan Stanley 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, Wells 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 Wells 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: Wells Fargo Bank, National Association ABA Number: 121-000-248 Account Name: Corporate Trust Clearing Account number: 3970771416 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: Wells Fargo Bank, National Association 9062 Old Annapolis Road Columbia, Maryland 21045 Attention: Client Manager, MSM 2006-8AR Office Number: (410) 884-2000 Telecopier: (410) 715-2380 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 Sarbanes-Oxley 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: Section 31.02, Section 31.03(c), (e), (f) 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 : Morgan Stanley Capital I Inc. 1585 Broadway New York, New York 10036 Attention: Morgan Stanley 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 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 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 : Morgan Stanley Mortgage Capital Inc. 1221 Avenue of the Americas New York, New York 10020 Attention: Morgan Stanley Mortgage Loan Trust 2006-8AR With a copy to: Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 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 100 Witmer Road Horsham, Pennsylvania 92127 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 Morgan Stanley 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 Morgan Stanley 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 MORGAN STANLEY MORTGAGE LOAN TRUST 2006-8AR MORGAN STANLEY MORTGAGE CAPITAL INC. BY: LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE /s/ Valerie Kay /s/ Susan L. Feld -------------------------------- -------------------------------- By: Valerie Kay By: Susan L. Feld -------------------------------- -------------------------------- Its: Vice President Its: Vice President -------------------------------- -------------------------------- Taxpayer Identification Number: Servicer GMAC MORTGAGE CORPORATION /s/ Kenneth R. Perkins -------------------------------- By: Kenneth R. Perkins -------------------------------- Its: Executive Vice President -------------------------------- Taxpayer Identification Number: 23-1694840 Acknowledged and Agreed: WELLS FARGO BANK, NATIONAL ASSOCIATION, AS MORGAN STANLEY CAPITAL I INC. MASTER SERVICER /s/ Valerie Kay /s/ Patricia Russo -------------------------------- -------------------------------- By: Valerie Kay By: Patricia Russo -------------------------------- -------------------------------- 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: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file. The Occupant Code field should show the current status of the property code as follows: 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 ---------------------- ----------------------- ------------------------ WELLS 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 Wells Fargo Bank, N.A. as [Securities Administrator and Master Servicer] 9062 Old Annapolis Road Columbia, Maryland 21045 Fax: (410) 715-2380 E-mail: cts.sec.notifications@wellsfargo.com 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 Morgan Stanley Capital I Inc., as Depositor, GMAC Mortgage Corporation, Wells 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. ------------------------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------
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