Exhibit 99.7a
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of May 1, 2006, is entered into among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Capital I Inc., a Delaware corporation (the "Depositor"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Mortgage Capital Inc. ("MSMCI"), American Home Mortgage Corp., as seller (the
"Seller"), American Home Mortgage Servicing, Inc., as servicer (the
"Servicer"), and acknowledged by LaSalle Bank National Association, as trustee
(the "Trustee") of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Loan Trust 2006-8AR (the "Trust"),
and ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (or any
successor master servicer, the "Master Servicer").
RECITALS
WHEREAS MSMCI, the Seller and the Servicer have entered into a certain
Mortgage Loan Sale And Servicing Agreement, dated as of January 1, 2006 (the
"January Purchase Agreement), and a certain Amended and Restated Purchase
Price and Terms Letter, dated as of February 21, 2006, (the "Terms Letter,"
together with the January Purchase Agreement and as further amended or
modified to the date hereof, the "Agreements"), pursuant to which MSMCI has
acquired certain Mortgage Loans pursuant to the terms of the Agreements and
the Servicer has agreed to service such Mortgage Loans; and, in connection
with the transfer of the Mortgage Loans hereunder, the Seller and Servicer
agree that, from and after the date hereof, each Mortgage Loan transferred
hereunder will be subject to, and serviced under, the January Purchase
Agreement;
WHEREAS the Depositor has agreed, on the terms and conditions contained
herein, to purchase from MSMCI certain of the Mortgage Loans (the "Specified
Mortgage Loans") which are subject to the provisions of the Agreement and are
listed on the mortgage loan schedule attached as Exhibit I hereto (the
"Specified Mortgage Loan Schedule"); and
WHEREAS the Trustee, on behalf of the Trust, has agreed, on the terms
and conditions contained herein, to purchase from the Depositor the Specified
Mortgage Loans;
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
(a) On and as of the date hereof, MSMCI hereby sells, assigns and
transfers to the Depositor all of its right, title and interest in the
Specified Mortgage Loans and all rights and obligations related thereto as
provided under the Agreement to the extent relating to the Specified Mortgage
Loans, the Depositor hereby accepts such assignment from MSMCI (the "First
Assignment and Assumption"), and the Seller hereby acknowledges the First
Assignment and Assumption.
MSMCI specifically reserves and does not assign to the Depositor
hereunder any and all right, title and interest in, to and under and all
obligations of MSMCI with respect to any Mortgage Loans subject to the
Agreement which are not the Specified Mortgage Loans.
(b) On and as of the date hereof, immediately after giving effect to the
First Assignment and Assumption, the Depositor hereby sells, assigns and
transfers to the Trustee, on behalf of the Trust, all of its right, title and
interest in the Specified Mortgage Loans and all rights and obligations
related thereto as provided under the Agreement to the extent relating to the
Specified Mortgage Loans, and the Trustee, on
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behalf of the Trust, hereby accepts such assignment from the Depositor (the
"Second Assignment and Assumption"), and the Seller hereby acknowledges the
Second Assignment and Assumption.
(c) On and as of the date hereof, MSMCI represents and warrants to the
Depositor and the Trustee that MSMCI has not taken any action that would serve
to impair or encumber the respective ownership interests of the Depositor and
the Trustee in the Specified Mortgage Loans since the date of MSMCI's
acquisition of the Specified Mortgage Loans.
2. Recognition of Trustee
(a) From and after the date hereof, both MSMCI and the Seller shall note
the transfer of the Specified Mortgage Loans to the Trustee, in their
respective books and records and shall recognize the Trustee, on behalf of the
Trust, as of the date hereof, as the owner of the Specified Mortgage Loans,
and Servicer shall service the Specified Mortgage Loans for the benefit of the
Trust pursuant to the Agreement, the terms of which are incorporated herein by
reference. It is the intention of the Seller, the Servicer, the Depositor, the
Trustee and MSMCI that this Assignment shall be binding upon and inure to the
benefit of the Depositor, the Trustee and MSMCI and their respective
successors and assigns.
(b) Without in any way limiting the foregoing, the parties confirm that
this Assignment includes the rights relating to amendments or waivers under
the Agreement. Accordingly, the right of MSMCI to consent to any amendment of
the Agreement and its rights concerning waivers as set forth in Section 28 of
the Agreement shall be exercisable, to the extent any such amendment or waiver
affects the Specified Mortgage Loans or any of the rights under the Agreement
with respect thereto (other than the servicing of the Specified Mortgage
Loans, which shall be enforced by the Master Servicer) by the Trustee as
assignee of MSMCI.
(c) 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 the 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 the date hereof among the Depositor, the Master Servicer, ▇▇▇▇▇
Fargo Bank, National Association, as securities administrator, and the Trustee
(the "Pooling and Servicing Agreement") for the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Loan
Trust 2006-8AR, Mortgage Pass-Through Certificates, Series 2006-8AR, (ii) each
of the representations, undertakings and agreements herein made on the part of
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, (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 assignee shall be had solely to the assets of the
Trust.
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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 Seller or MSMCI other than those
contained in the 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, MSMCI, Seller and Servicer represents and
warrants that this Assignment has been duly authorized, executed and delivered
by it and (assuming due authorization, execution and delivery thereof by each
of the other parties hereto) constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(d) The Seller hereby restates, as of the Closing Date (as defined in
the Pooling and Servicing Agreement), the representations and warranties set
forth in Sections 7.01 and 7.02 of the Agreement, with respect to each of the
Specified Mortgage Loans that were sold by it under the Agreement, to and for
the benefit of the Depositor, the Trustee and the Trust, and by this reference
incorporates such representations and warranties herein, as of such Closing
Date.
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 Agreement.
Such rights will include, without limitation, the right to terminate the
Servicer under the Agreement upon the occurrence of an event of default
thereunder, the right to receive all remittances required to be made by the
Servicer under the Agreement, the right to receive all monthly reports and
other data required to be delivered by the Servicer under the Agreement, the
right to examine the books and records of the Servicer, indemnification rights
and the right to exercise certain rights of consent and approval relating to
actions taken by MSMCI. The Servicer shall make all distributions under the
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
The Servicer shall deliver all reports required to be delivered to the
Purchaser under the Agreement to the Master Servicer at the following address:
▇▇▇▇▇ Fargo Bank, National Association
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Client ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇-▇▇▇
Office Number: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
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5. Amendments to the Agreement
The parties to this Assignment hereby agree to amend the Agreement as
follows with respect to the Specified Mortgage Loans:
(a) "Permitted Investments" shall have the meaning of such term as
defined in the Pooling and Servicing Agreement.
(b) The definition of "Servicing Fee Rate" in Section 1 of the
Agreement is hereby amended and restated in its entirety as
follows:
"Servicing Fee Rate: With respect to each Mortgage Loan,
0.375% per annum."
(c) The last paragraph of Subsection 11.01 of the Agreement is
hereby deleted in its entirety.
(d) Subsection 11.14(b) is hereby amended and restated as follows:
"all amounts, if any, which the Servicer is obligated to
distribute pursuant to Subsection 11.14 and Subsection
11.16, plus"
(e) Subsection 11.16(i) is hereby amended and restated as follows:
"(i) for any Mortgage Loan and on any Remittance Date that
the distribution of all Liquidation Proceeds, REO Proceeds
and other payments or recoveries, (including Insurance
Proceeds and Condemnation Proceeds) occurs with respect to
such Mortgage Loan, or"
(f) Subsection 11.22 of the Agreement shall be inapplicable.
(g) Subsection 13.01(a) of the Agreement is hereby amended and
restated in its entirety as follows:
"(a) any failure by the Servicer to remit to the Purchaser
any payment required to be made under the terms of this
Agreement which continues unremedied for a period of one (1)
Business Day after the date upon which written notice of
such failure, requiring the same to be remedied, shall have
been given to the Servicer by the Purchaser;"
(h) Subsection 13.01(b) of the Agreement is hereby amended and
restated in its entirety as follows:
"(b) failure by the Servicer to duly observe or perform, in
any material respect, any other covenants, obligations or
agreements of the Servicer as set forth in this Agreement
which failure continues unremedied for a period of sixty
(60) days (or, in the case of the officer's certificate or
the annual assessment of servicing compliance or the annual
independent public accountants' servicing report required
under Subsection 34.04 or Subsection 34.05, or the
certification required under clause (iv) of Subsection
34.05, five (5) days) after the date on which written notice
of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Purchaser;"
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(i) The last sentence of Subsection 14.02 of the Agreement is
hereby amended and restated in its entirety as follows:
"The termination fee provided for in this Subsection 14.02
shall be paid by the Purchaser within ten (10) Business Days
of any such termination without cause by the Purchaser."
(j) Subsection 34.03(d) of the Agreement is hereby amended and
restated in its entirety as follows:
"For the purpose of satisfying the reporting obligation
under the Exchange Act with respect to any class of
asset-backed securities, the Servicer shall (or shall cause
each Subservicer and Third-Party Originator to) (i) promptly
notify the Purchaser in writing of (A) any material
litigation or governmental proceedings pending against the
Servicer, any Subservicer or any Third-Party Originator that
would be material to a security holder, (B) any affiliations
or relationships that develop following the closing date of
a Securitization Transaction between the Servicer, any
Subservicer or any Third-Party Originator and any of the
parties specified in clause (D) of paragraph (a) of this
Section (and any other parties identified in writing by the
requesting party) with respect to such Securitization
Transaction, (C) any Event of Default under the terms of
this Agreement or any applicable Reconstitution Agreement
related thereto, (D) any merger, consolidation or sale of
substantially all of the assets of the Servicer, and (E) the
Servicer's entry into an agreement with a Subservicer to
perform or assist in the performance of any of the
Servicer's obligations under this Agreement or any
applicable Reconstitution Agreement related thereto and (ii)
provide to the Purchaser a description of such proceedings,
affiliations or relationships."
(k) Subsection 34.03(f) of the Agreement is hereby amended and
restated in its entirety as follows:
"(f) In addition to such information as the Servicer, as
servicer, is obligated to provide pursuant to other
provisions of this Agreement, not later than ten 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 Servicer
or any Subservicer, the Servicer or such Subservicer, as
applicable, shall, to the extent the Servicer 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
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(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).
(l) The following paragraph is hereby incorporated into the
Agreement as new Subsection 34.03 (g):
"(g) The Servicer 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 Servicer
or any Subservicer or the Servicer or such Subservicer's
performance hereunder."
(m) Subsections 34.05(a)(iii) and 34.05(a)(iv) is hereby replaced
in their entirety with the following:
"(iii) cause each Subservicer, and each Subcontractor
determined by the Servicer pursuant to Subsection 34.06(b)
to be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, to deliver to the
Purchaser an assessment of compliance and accountants'
attestation as and when provided in paragraphs (ii) and
(iii) of this Section; and
(iv) deliver, and cause each Subservicer and Subcontractor
described in clause (iv) above, to the Purchaser 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 company, in the form attached hereto as
Exhibit 16. 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."
(n) The last paragraph of Subsection 34.05 is hereby amended and
restated in its entirety as follows:
"The Servicer acknowledges that the parties identified in
clause (a)(iv) above may rely on the certification provided
by the Servicer pursuant to such clause in signing a
Sarbanes Certification and filing such with the Commission.
Neither the Purchaser nor any Depositor will request
delivery of a certification under clause (a)(iv) above,
unless a Depositor is required under the Exchange Act to
file an annual report on Form 10-K with respect to an
issuing entity whose asset pool includes Mortgage Loans."
(o) The third sentence of Subsection 34.06(a) is hereby amended
and restated in its entirety as follows:
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"The Servicer shall cause any Subservicer used by the
Servicer (or by any Subservicer) for the benefit of the
Purchaser and any Depositor to comply with the provisions of
this Section and with Subsections 34.02, 34.03(c), (e), (f)
and (g), 34.04, 34.05 and 34.07 of this Agreement to the
same extent as if such Subservicer were the Servicer, and to
provide the information required with respect to such
Subservicer under Subsection 34.03(d) of this Agreement."
(p) Subsection 34.06 (b) of the Agreement is hereby amended and
restated in its entirety as follows:
"It shall not be necessary for the Servicer to seek the
consent of the Purchaser, any Master Servicer or any
Depositor to the utilization of any Subcontractor. The
Servicer shall promptly upon request provide to the
Purchaser, any Master Servicer and any Depositor (or any
designee of the Depositor, such as a master servicer or
administrator) a written description (in form and substance
satisfactory to the Purchaser, such Master Servicer and such
Depositor) of the role and function of each Subcontractor
utilized by the Servicer or any Subservicer, specifying (i)
the identity of each such Subcontractor, (ii) which (if any)
of such Subcontractors are "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB,
and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each
Subcontractor identified pursuant to clause (ii) of this
paragraph.
As a condition to the utilization of any Subcontractor
determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Seller
shall cause any such Subcontractor used by the Servicer (or
by any Subservicer) for the benefit of the Purchaser to
comply with the provisions of Subsections 34.03(f),
34.03(g), 34.05 and 34.07 of this Agreement to the same
extent as if such Subcontractor were the Servicer. The
Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser any assessment
of compliance and attestation and the other certifications
required to be delivered by such Subcontractor under
Subsection 34.05, in each case as and when required to be
delivered."
(q) Subsection 34.07(a) of the Agreement is hereby amended and
restated in its entirety as follows:
"(a) The Servicer shall indemnify the Purchaser, each
affiliate of the Purchaser, each sponsor and issuing entity;
each Person (including, but not limited to any Master
Servicer) responsible for the preparation, execution or
filing of any report required to be filed with the
Commission with respect to such Securitization Transaction,
or for execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with
respect to such Securitization Transaction; each broker
dealer acting as underwriter, placement agent or initial
purchaser, each Person who controls any of such parties
(within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act); and the respective present
and former directors, officers, employees and agents of each
of the foregoing (each, an "Indemnified Party"), and shall
hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments, and any other
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costs, fees and expenses that any of them may sustain
arising out of or based upon:
(i)(A) any untrue statement of a material fact
contained or alleged to be contained in any written
information, written report, certification,
accountants' letter or other material provided under
Section 34 by or on behalf of the Servicer, or
provided under Section 34 by or on behalf of any
Subservicer, Subcontractor or Third-Party Originator
(collectively, the "Servicer Information"), or (B) the
omission or alleged omission to state in the Servicer
Information a material fact required to be stated in
the Servicer Information or necessary in order to make
the statements therein, in the light of the
circumstances under which they were made, not
misleading; provided, by way of clarification, that
clause (B) of this paragraph shall be construed solely
by reference to the Servicer Information and not to
any other information communicated in connection with
a sale or purchase of securities, without regard to
whether the Servicer Information or any portion
thereof is presented together with or separately from
such other information;
(ii) any breach by the Servicer of its obligations
under this Section 34, including particularly any
failure by the Servicer, any Subservicer, any
Subcontractor or any Third-Party Originator to deliver
any information, report, certification, accountants'
letter or other material when and as required, under
Sections 34.03, 34.04 and 34.05, including any failure
by the Servicer to identify pursuant to Subsection
34.06(a) any Subcontractor "participating in the
servicing function" within the meaning of Item 1122 of
Regulation AB;
(iii) any breach by the Servicer of a representation
or warranty set forth in Subsection 34.03(g) or in a
writing furnished pursuant to Subsection 34.03(h) and
made as of a date prior to the closing date of the
related Securitization Transaction, to the extent that
such breach is not cured by such closing date, or any
breach by the Servicer of a representation or warranty
in a writing furnished pursuant to Subsection 34.03(h)
to the extent made as of a date subsequent to such
closing date; or
(iv) the negligence, bad faith or willful misconduct
of the Servicer in connection with its performance
under this Section 34.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the
Seller 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 Seller on the other.
In the case of any failure of performance described in
clause (b)(ii) of this Section, the Servicer shall promptly
reimburse the Purchaser, and each Person responsible for the
preparation, execution or filing of any report required to
be filed with the Commission with respect to such
Securitization Transaction, or for
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execution of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction, for all costs reasonably
incurred by each such party in order to obtain the
information, report, certification, accountants' letter or
other material not delivered as required by the Servicer,
any Subservicer, any Subcontractor or any Third-Party
Originator.
This indemnification shall survive the termination of this
Agreement or the termination of any party to this
Agreement."
(r) The following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
34.07(b)(i) of the Agreement:
"(and if the Servicer 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)"
(s) The following paragraph is hereby incorporated into the
Agreement as new Section 35:
"Third Party Beneficiary. For purposes of this Agreement,
including but not limited to Subsections 12.01 and 34.05,
any Master Servicer shall be considered a third party
beneficiary to this Agreement entitled to all the rights and
benefits accruing to any Master Servicer herein as if it
were a direct party to this Agreement."
(t) Exhibit 9 to the Agreement is hereby replaced in its entirety
with the Amended and Restated Exhibit 9 attached to this
Assignment as Exhibit II.
(u) Exhibit 16 to the Agreement is hereby replaced in its entirety
with Exhibit A-1 attached to this Assignment.
(v) Exhibit 17 to the Agreement is hereby replaced in its entirety
with Exhibit B-1 attached to this Assignment.
(w) The Agreement is hereby modified to require that the Servicer
shall also provide each notice or delivery required by Section 302
of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or Regulation AB to any Master
Servicer that the Servicer is obligated to provide to the
Purchaser, and each assessment, certification or other document
required to be addressed to the Purchaser pursuant to Section 34
of the Sale and Servicing Agreement shall be addressed to the
Purchaser and the Master Servicer.
(x) Written notice provided to the Purchaser and any Master
Servicer in compliance with Sections 34.03(d), (e) or (f) of the
Sale and Servicing Agreement shall be substantially in the form of
Exhibit C to this Assignment.
6. Indemnification
The Master Servicer shall indemnify and hold harmless the Servicer and
its affiliates, and in each case, its officers, directors and agents from and
against any losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments and other costs and expenses arising out of
or based upon a breach by the Master Servicer or any of its officers,
directors, agents or affiliates of its obligations in connection with the
preparation, filing and certification of any Form 10-K pursuant to the Pooling
and
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Servicing Agreement or the negligence, bad faith or willful misconduct of the
Master Servicer in connection therewith. In addition, the Master Servicer
shall indemnify and hold harmless the Servicer and its affiliates, and in each
case, its officers, directors and agents from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach
by any Servicer (as defined in the Pooling and Servicing Agreement), other
than the Servicer (as defined herein), of its obligations in connection with
any back-up certification (or any other back-up documents) to any
certification of any Form 10-K required to be provided by the Master Servicer,
but solely to the extent the Master Servicer receives amounts from such
Servicer in connection with any indemnification provided by such Servicer (in
each case as defined in the Pooling and Servicing Agreement) to the Master
Servicer.
7. Continuing Effect
Except as contemplated hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
8. 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.
9. Notices
Any notices or other communications permitted or required under the
Agreement to be made to the Depositor, MSMCI, the Master Servicer, the Seller,
the Servicer and the Trustee shall be made in accordance with the terms of the
Agreement and shall be sent to the Depositor and Trustee as follows:
In the case of MSMCI:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Loan Trust 2006-8AR
With a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel's Office
In the case of the Depositor:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Loan Trust 2006-8AR
10
In the case of the Trustee:
LaSalle Bank National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Global Securities and Trust Services MSM 2006-8AR
In the case of the Seller:
American Home Mortgage Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
with a copy to:
▇▇▇▇ ▇. ▇▇▇▇, General Counsel
American Home Mortgage Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
In the case of the Servicer:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
American Home Mortgage Servicing, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇ ▇▇▇▇, General Counsel
American Home Mortgage Servicing, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or to such other address as may hereafter be furnished by the Depositor and
the Trustee to the parties in accordance with the provisions of the Agreement.
10. Ratification
Except as modified and expressly amended by this Assignment, the
Agreement is in all respects ratified and confirmed, and all terms, provisions
and conditions thereof shall be and remain in full force and effect.
11. 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.
12. Definitions
11
Any capitalized term used but not defined in this Assignment has the
same meaning as in the Agreement.
[SIGNATURE PAGE FOLLOWS]
12
IN WITNESS WHEREOF, the parties hereto have executed this Assignment the
day and year first above written.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE CAPITAL INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇
________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇
________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: Vice President
AMERICAN HOME MORTGAGE CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
General Counsel & Secretary
AMERICAN HOME MORTGAGE SERVICING,
INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
General Counsel & Secretary
Acknowledged and Agreed:
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
___________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Mortgage Loan Trust 2006-8AR
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
___________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
13
EXHIBIT I
Mortgage Loan Schedule
[see Schedule A to Pooling and Servicing Agreement]
----------------------------------------------------------------------------------------------------
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 MM/DD/YYYY
due to the servicer at the end of processing
cycle, as reported by Servicer.
----------------------------------------------------------------------------------------------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
----------------------------------------------------------------------------------------------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim MM/DD/YYYY
was filed.
----------------------------------------------------------------------------------------------------
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 MM/DD/YYYY
has been approved by the courts
----------------------------------------------------------------------------------------------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From MM/DD/YYYY
Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
----------------------------------------------------------------------------------------------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved MM/DD/YYYY
By The 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 MM/DD/YYYY
Scheduled
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
To End/Close
----------------------------------------------------------------------------------------------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually MM/DD/YYYY
Completed
----------------------------------------------------------------------------------------------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the MM/DD/YYYY
servicer with instructions to begin
foreclosure proceedings.
----------------------------------------------------------------------------------------------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to MM/DD/YYYY
Pursue Foreclosure
----------------------------------------------------------------------------------------------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney MM/DD/YYYY
in a Foreclosure Action
----------------------------------------------------------------------------------------------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is MM/DD/YYYY
expected 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
foreclosure sale. commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
EVICTION_START_DATE The date the servicer initiates eviction MM/DD/YYYY
of the borrower.
----------------------------------------------------------------------------------------------------
EVICTION_COMPLETED_DATE The date the court revokes legal MM/DD/YYYY
possession of the property from the
borrower.
----------------------------------------------------------------------------------------------------
LIST_PRICE The price at which an REO property is 2 No
marketed. commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
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 2 No
property. commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
OFFER_DATE_TIME The date an offer is received by DA Admin MM/DD/YYYY
or by 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 MM/DD/YYYY
performed.
----------------------------------------------------------------------------------------------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
----------------------------------------------------------------------------------------------------
CURR_PROP_VAL The current "as is" value of the 2
property based on
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
brokers price opinion or appraisal.
----------------------------------------------------------------------------------------------------
REPAIRED_PROP_VAL The amount the property would be worth if 2
repairs are completed pursuant to a
broker's price opinion or appraisal.
----------------------------------------------------------------------------------------------------
If applicable:
--------------
----------------------------------------------------------------------------------------------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
----------------------------------------------------------------------------------------------------
DELINQ_REASON_CODE The circumstances which caused a borrower
to stop paying on a loan. Code indicates
the reason why the loan is in default for
this cycle.
----------------------------------------------------------------------------------------------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed MM/DD/YYYY
With 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 MM/DD/YYYY
Claim Payment
----------------------------------------------------------------------------------------------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On 2 No commas(,)
Claim or dollar
signs ($)
----------------------------------------------------------------------------------------------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance MM/DD/YYYY
Company
----------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance 2 No commas(,)
Company or dollar
signs ($)
----------------------------------------------------------------------------------------------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was MM/DD/YYYY
Issued By The Pool Insurer
----------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance 2 No commas(,)
Company or dollar
signs ($)
----------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
----------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
----------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
----------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
----------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the MM/DD/YYYY
Veterans Admin
----------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim MM/DD/YYYY
Payment
----------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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
-------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Exhibit IIC: Standard File Layout - Master Servicing
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
----------------------------------------------------------------------------------------------------------
SER_INVESTOR_NBR A value assigned by the Text up to 10 digits 20
Servicer to define a group of
loans.
----------------------------------------------------------------------------------------------------------
LOAN_NBR A unique identifier assigned to Text up to 10 digits 10
each loan by the investor.
----------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR A unique number assigned to a Text up to 10 digits 10
loan by the Servicer. This may
be different than the LOAN_NBR.
----------------------------------------------------------------------------------------------------------
BORROWER_NAME The borrower name as received Maximum length of 30 (Last, 30
in the file. It is not First)
separated by first and last
name.
----------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT Scheduled monthly principal and 2 No commas(,) or dollar 11
scheduled interest payment that signs ($)
a borrower is expected to pay,
P&I constant.
----------------------------------------------------------------------------------------------------------
NOTE_INT_RATE The loan interest rate as 4 Max length of 6 6
reported by the Servicer.
----------------------------------------------------------------------------------------------------------
NET_INT_RATE The loan gross interest rate 4 Max length of 6 6
less the service fee rate as
reported by the Servicer.
----------------------------------------------------------------------------------------------------------
SERV_FEE_RATE The servicer's fee rate for a 4 Max length of 6 6
loan as reported by the
Servicer.
----------------------------------------------------------------------------------------------------------
SERV_FEE_AMT The servicer's fee amount for a 2 No commas(,) or dollar 11
loan as reported by the signs ($)
Servicer.
----------------------------------------------------------------------------------------------------------
NEW_PAY_AMT The new loan payment amount as 2 No commas(,) or dollar 11
reported by the Servicer. signs ($)
----------------------------------------------------------------------------------------------------------
NEW_LOAN_RATE The new loan rate as reported 4 Max length of 6 6
by the Servicer.
----------------------------------------------------------------------------------------------------------
ARM_INDEX_RATE The index the Servicer is using 4 Max length of 6 6
to calculate a forecasted rate.
----------------------------------------------------------------------------------------------------------
ACTL_BEG_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar 11
balance at the beginning of the signs ($)
processing cycle.
----------------------------------------------------------------------------------------------------------
ACTL_END_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar 11
balance at the end of the signs ($)
processing cycle.
----------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE The date at the end of MM/DD/YYYY 10
processing cycle that the
borrower's next payment is due
to the Servicer, as reported by
Servicer.
----------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_1 The first curtailment amount to 2 No commas(,) or dollar 11
be applied. signs ($)
----------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_1 The curtailment date associated MM/DD/YYYY 10
with the first curtailment
amount.
----------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_1 The curtailment interest on the 2 No commas(,) or dollar 11
first curtailment amount, if signs ($)
applicable.
----------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_2 The second curtailment amount 2 No commas(,) or dollar 11
to be applied. signs ($)
----------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_2 The curtailment date associated MM/DD/YYYY 10
with the second curtailment
amount.
----------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_2 The curtailment interest on the 2 No commas(,) or dollar 11
second curtailment amount, if signs ($)
applicable.
----------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_3 The third curtailment amount to 2 No commas(,) or dollar 11
be applied. signs ($)
----------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_3 The curtailment date associated MM/DD/YYYY 10
with the third curtailment
amount.
----------------------------------------------------------------------------------------------------------
CURT_ADJ_AMT_3 The curtailment interest on the 2 No commas(,) or dollar 11
third curtailment amount, if signs ($)
applicable.
----------------------------------------------------------------------------------------------------------
PIF_AMT The loan "paid in full" amount 2 No commas(,) or dollar 11
as reported by the Servicer. signs ($)
----------------------------------------------------------------------------------------------------------
PIF_DATE The paid in full date as MM/DD/YYYY 10
reported by the Servicer.
----------------------------------------------------------------------------------------------------------
ACTION_CODE The standard FNMA numeric code Action Code Key: 2
used to indicate the default/ 15=Bankruptcy,
delinquent status of a particular 30=Foreclosure, , 60=PIF,
loan. 63=Substitution,
65=Repurchase,70=REO
----------------------------------------------------------------------------------------------------------
INT_ADJ_AMT The amount of the interest 2 No commas(,) or dollar 11
adjustment as reported by the signs ($)
Servicer.
----------------------------------------------------------------------------------------------------------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor 2 No commas(,) or dollar 11
Adjustment signs ($)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
amount, if applicable.
----------------------------------------------------------------------------------------------------------
NON_ADV_LOAN_AMT The Non Recoverable Loan 2 No commas(,) or dollar 11
Amount, if applicable. signs ($)
----------------------------------------------------------------------------------------------------------
LOAN_LOSS_AMT The amount the Servicer is 2 No commas(,) or dollar 11
passing as a loss, if signs ($)
applicable.
----------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL The scheduled outstanding 2 No commas(,) or dollar 11
principal amount due at the signs ($)
beginning of the cycle date to
be passed through to investors.
----------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL The scheduled principal balance 2 No commas(,) or dollar 11
due to investors at the end of signs ($)
a processing cycle.
----------------------------------------------------------------------------------------------------------
SCHED_PRIN_AMT The scheduled principal amount 2 No commas(,) or dollar 11
as reported by the Servicer for signs ($)
the current cycle -- only
applicable for Scheduled/
Scheduled Loans.
----------------------------------------------------------------------------------------------------------
SCHED_NET_INT The scheduled gross interest 2 No commas(,) or dollar 11
amount less the service fee signs ($)
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 11
collected by the Servicer for signs ($)
the current reporting cycle --
only applicable for
Actual/Actual Loans.
----------------------------------------------------------------------------------------------------------
ACTL_NET_INT The actual gross interest 2 No commas(,) or dollar 11
amount less the service fee signs ($)
amount for the current
reporting cycle as reported by
the Servicer -- only applicable
for Actual/Actual Loans.
----------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT The penalty amount received 2 No commas(,) or dollar 11
when a borrower prepays on his signs ($)
loan as reported by the
Servicer.
----------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount 2 No commas(,) or dollar 11
for the loan waived by the signs ($)
servicer.
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
MOD_DATE The Effective Payment Date of MM/DD/YYYY 10
the Modification for the loan.
----------------------------------------------------------------------------------------------------------
MOD_TYPE The Modification Type. Varchar - value can be 30
alpha or
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
numeric
----------------------------------------------------------------------------------------------------------
DELINQ_P&I_ADVANCE_AMT The current outstanding 2 No commas(,) or dollar 11
principal and interest advances signs ($)
made by Servicer.
----------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------
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.
(y)
(z) 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.
(aa) 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 ( ).
--------------------------------------------------------------------------------
Exhibit IIE: Calculation of Realized Loss/Gain Form 332
--------------------------------------------------------------------------------
Prepared by: __________________ Date: _______________
Phone: ________________________ Email Address:_____________________
--------------------- ------------------------- -----------------------
| Servicer Loan No. | | Servicer Name | | Servicer Address |
| | | | | |
| | | | | |
--------------------- ------------------------- -----------------------
▇▇▇▇▇ FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _____________________________________________________
Property Address: ____________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount ______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ___________ (1)
(2) Interest accrued at Net Rate ___________ (2)
(3) Accrued Servicing Fees ___________ (3)
(4) Attorney's Fees ___________ (4)
(5) Taxes (see page 2) ___________ (5)
(6) Property Maintenance ___________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ___________ (7)
(8) Utility Expenses ___________ (8)
(9) Appraisal/BPO ___________ (9)
(10) Property Inspections ___________ (10)
(11) FC Costs/Other Legal Expenses ___________ (11)
(12) Other (itemize) ___________ (12)
Cash for Keys__________________________ ___________ (12)
HOA/Condo Fees_______________________ ___________ (12)
______________________________________ ___________ (12)
Total Expenses $ ___________ (13)
Credits:
(14) Escrow Balance $ ___________ (14)
(15) HIP Refund ___________ (15)
(16) Rental Receipts ___________ (16)
(17) Hazard Loss Proceeds ___________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ___________ (18a)
HUD Part A
___________ (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)
Escrow Disbursement Detail
--------------------------------------------------------------------------------
Type Date Paid Period of Total Paid Base Penalties Interest
(Tax /Ins.) Coverage Amount
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EXHIBIT A-1
FORM OF ANNUAL CERTIFICATION
Re: The [ ] agreement dated as of [ ], 200[ ]
(the "Agreement"), among [IDENTIFY PARTIES]
I, ________________________________, the _____________________ of Wachovia
Mortgage Corporation, certify to [the Purchaser], [the Depositor], and the
[Master Servicer] [Securities Administrator] [Trustee], and their officers,
with the knowledge and intent that they will rely upon this certification,
that:
(1) I have reviewed the servicer compliance statement of the Company
provided in accordance with Item 1123 of Regulation AB (the "Compliance
Statement"), the report on assessment of the Company's compliance with the
servicing criteria set forth in Item 1122(d) of Regulation AB and identified
as the responsibility of the Company on Exhibit B to the Regulation AB
Compliance Addendum to the Agreement (the "Servicing Criteria"), provided in
accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing
reports, officer's certificates and other information relating to the
servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities
Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company
Servicing Information");
(2) Based on my knowledge, the Company Servicing Information, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in the light of
the circumstances under which such statements were made, not misleading with
respect to the period of time covered by the Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required
to be provided by the Company under the Agreement has been provided to the
[Depositor] [Master Servicer] [Securities Administrator] [Trustee];
(4) I am responsible for reviewing the activities performed by the Company
as servicer under the Agreement, and based on my knowledge and the compliance
review conducted in preparing the Compliance Statement and except as disclosed
in the Compliance Statement, the Servicing Assessment or the Attestation
Report, the Company has fulfilled its obligations under the Agreement in all
material respects; and
(5) The Compliance Statement required to be delivered by the Company
pursuant to the Agreement, and the Servicing Assessment and Attestation Report
required to be provided by the Company and by any Subservicer and
Subcontractor pursuant to the Agreement, have been provided to the [Depositor]
[Master Servicer]. Any material instances of noncompliance described in such
reports have been disclosed to the [Depositor] [Master Servicer]. Any material
instance of noncompliance with the Servicing Criteria has been disclosed in
such reports.
EXH. A-1-1
Date:_____________________________________
By: _____________________________________
Name:
Title:
EXH. ▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
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";
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Applicable
Servicing
Servicing Criteria Criteria
--------------------------------------------------------------------------------
Reference Criteria
--------------------------------------------------------------------------------
General Servicing Considerations
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Policies and procedures are instituted to
monitor any performance or other triggers and X
events of default in accordance with the
1122(d)(1)(i) transaction agreements.
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If any material servicing activities are
outsourced to third parties, policies and
procedures are instituted to monitor the third X
party's performance and compliance with such
1122(d)(1)(ii) servicing activities.
--------------------------------------------------------------------------------
Any requirements in the transaction agreements
to maintain a back-up servicer for the mortgage
1122(d)(1)(iii) loans are maintained.
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A fidelity bond and errors and omissions policy
is in effect on the party participating in the
servicing function throughout the reporting X
period in the amount of coverage required by
and otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements.
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Cash Collection and Administration
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Payments on mortgage loans are deposited into
the appropriate custodial bank accounts and
related bank clearing accounts no more than two X
business days following receipt, or such other
number of days specified in the transaction
1122(d)(2)(i) agreements.
--------------------------------------------------------------------------------
Disbursements made via wire transfer on behalf
of an obligor or to an investor are made only X
1122(d)(2)(ii) by authorized personnel.
--------------------------------------------------------------------------------
Advances of funds or guarantees regarding
collections, cash flows or distributions, and
any interest or other fees charged for such X
advances, are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
--------------------------------------------------------------------------------
The related accounts for the transaction, such
as cash reserve accounts or accounts
established as a form of overcollateralization, X
are separately maintained (e.g., with respect
to commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
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EXH. B-1-1
--------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
--------------------------------------------------------------------------------
Reference Criteria
--------------------------------------------------------------------------------
Each custodial account is maintained at a
federally insured depository institution as set
forth in the transaction agreements. For
purposes of this criterion, "federally insured
depository institution" with respect to a X
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 X
1122(d)(2)(vi) prevent unauthorized access.
--------------------------------------------------------------------------------
Reconciliations are prepared on a monthly basis
for all asset-backed securities related bank
accounts, including custodial accounts and
related bank clearing accounts. These
reconciliations are (A) mathematically
accurate; (B) prepared within 30 calendar days
after the bank statement cutoff date, or such
other number of days specified in the X
transaction agreements; (C) reviewed and
approved by someone other than the person who
prepared the reconciliation; and (D) contain
explanations for reconciling items. These
reconciling items are resolved within 90
calendar days of their original identification,
or such other number of days specified in the
1122(d)(2)(vii) transaction agreements.
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Investor Remittances and Reporting
--------------------------------------------------------------------------------
Reports to investors, including those to be
filed with the Commission, are maintained in
accordance with the transaction agreements and
applicable Commission requirements.
Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set
forth in the transaction agreements; (B)
provide information calculated in accordance X
with the terms specified in the transaction
agreements; (C) are filed with the Commission
as required by its rules and regulations; and
(D) agree with investors' or the trustee's
records as to the total unpaid principal
balance and number of mortgage loans serviced
1122(d)(3)(i) by the Servicer.
--------------------------------------------------------------------------------
Amounts due to investors are allocated and
remitted in accordance with timeframes, X
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 X
investor records, or such other number of days
1122(d)(3)(iii) specified in the transaction agreements.
--------------------------------------------------------------------------------
Amounts remitted to investors per the investor
reports agree with cancelled checks, or other X
1122(d)(3)(iv) form of payment, or custodial bank statements.
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EXH. B-1-2
--------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
--------------------------------------------------------------------------------
Reference Criteria
--------------------------------------------------------------------------------
Pool Asset Administration
--------------------------------------------------------------------------------
Collateral or security on mortgage loans is
maintained as required by the transaction X
1122(d)(4)(i) agreements or related mortgage loan documents.
--------------------------------------------------------------------------------
Mortgage loan and related documents are
safeguarded as required by the transaction X
1122(d)(4)(ii) agreements
--------------------------------------------------------------------------------
Any additions, removals or substitutions to
the asset pool are made, reviewed and approved X
in accordance with any conditions or
1122(d)(4)(iii) requirements in the transaction agreements.
--------------------------------------------------------------------------------
Payments on mortgage loans, including any
payoffs, made in accordance with the related
mortgage loan documents are posted to the
Servicer's obligor records maintained no more
than two business days after receipt, or such X
other number of days specified in the
transaction agreements, and allocated to
principal, interest or other items (e.g.,
escrow) in accordance with the related mortgage
1122(d)(4)(iv) loan documents.
--------------------------------------------------------------------------------
The Servicer's records regarding the mortgage
loans agree with the Servicer's records with X
respect to an obligor's unpaid principal
1122(d)(4)(v) balance.
--------------------------------------------------------------------------------
Changes with respect to the terms or status of
an obligor's mortgage loans (e.g., loan
modifications or re-agings) are made, reviewed X
and approved by authorized personnel in
accordance with the transaction agreements and
1122(d)(4)(vi) related pool asset documents.
--------------------------------------------------------------------------------
Loss mitigation or recovery actions (e.g.,
forbearance plans, modifications and deeds in
lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, X
conducted and concluded in accordance with the
timeframes or other requirements established by
1122(d)(4)(vii) the transaction agreements.
--------------------------------------------------------------------------------
Records documenting collection efforts are
maintained during the period a mortgage loan is
delinquent in accordance with the transaction
agreements. Such records are maintained on at
least a monthly basis, or such other period
specified in the transaction agreements, and X
describe the entity's activities in monitoring
delinquent mortgage loans including, for
example, phone calls, letters and payment
rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or
1122(d)(4)(viii) unemployment).
--------------------------------------------------------------------------------
EXH. B-1-3
--------------------------------------------------------------------------------
Applicable
Servicing
Servicing Criteria Criteria
--------------------------------------------------------------------------------
Reference Criteria
--------------------------------------------------------------------------------
Adjustments to interest rates or rates of
return for mortgage loans with variable rates X
are computed based on the related mortgage loan
1122( d)( 4)(ix) documents.
--------------------------------------------------------------------------------
Regarding any funds held in trust for an
obligor (such as escrow accounts): (A) such
funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least
an annual basis, or such other period specified
in the transaction agreements; (B) interest on X
such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan
documents and state laws; and (C) such funds
are returned to the obligor within 30 calendar
days of full repayment of the related mortgage
loans, or such other number of days specified
1122( d)( 4)(x) in the transaction agreements.
--------------------------------------------------------------------------------
Payments made on behalf of an obligor (such as
tax or insurance payments) are made on or
before the related penalty or expiration dates,
as indicated on the appropriate bills or
notices for such payments, provided that such X
support has been received by the servicer at
least 30 calendar days prior to these dates, or
such other number of days specified in the
1122( d)( 4)(xi) transaction agreements.
--------------------------------------------------------------------------------
Any late payment penalties in connection with
any payment to be made on behalf of an obligor
are paid from the servicer's funds and not X
charged to the obligor, unless the late payment
1122(d)(4)(xii) was due to the obligor's error or omission.
--------------------------------------------------------------------------------
Disbursements made on behalf of an obligor are
posted within two business days to the
obligor's records maintained by the servicer, X
or such other number of days specified in the
1122(d)(4)(xiii) transaction agreements.
--------------------------------------------------------------------------------
Delinquencies, charge-offs and uncollectible
accounts are recognized and recorded in X
1122(d)(4)(xiv) accordance with the transaction agreements.
--------------------------------------------------------------------------------
Any external enhancement or other support,
identified in Item 1114(a)(1) through (3) or
Item 1115 of Regulation AB, is maintained as
1122(d)(4)(xv) set forth in the transaction agreements.
--------------------------------------------------------------------------------
▇▇▇. ▇-▇-▇
[AMERICAN HOME] [NAME OF SUBSERVICER]
Date: _________________________________
By: _________________________________
Name:
Title:
▇▇▇. ▇-▇-▇
EXHIBIT C
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 [34.03(d)][34.03(e)][34.03(g)] 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, American Home Mortgage Corp.,
▇▇▇▇▇ 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:
EXH. C-1
