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EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
This Assignment, Assumption and Recognition
Agreement (this “AAR Agreement”) is made and entered
into as of July 31, 2007 (the “Closing Date”), among
DB Structured Products, Inc., having an address at 60 Wall
Street, New York, New York 10005 (the “Assignor”),
ACE Securities Corp., having an address at 6525 Morrison
Boulevard, Suite 318, Charlotte, North Carolina 28211 (the
“Assignee”), and GMAC Mortgage, LLC, having an
address at 100 Witmer Road, Horsham, Pennsylvania 19044 (the
“Company” or the “Servicer”) and
acknowledged and agreed to by Wells Fargo Bank, N.A., as master
servicer (the “Master Servicer”).
In consideration of the mutual promises
contained herein, the parties hereto agree that the residential
mortgage loans listed on Attachment 1 annexed hereto as
amended from time to time to include subsequent mortgage loans
(the “Assigned Loans”) which are now or in the
future serviced by the Company for the Assignor and its
successors and assigns pursuant to the Amended and Restated
Servicing Agreement, dated as of January 2, 2007 (the
“Servicing Agreement”), between the Assignor and the
Company, shall be sold by the Assignor to the Assignee pursuant
to the Mortgage Loan Purchase Agreement, dated as of July 31,
2007 (the “MLPA”), between the Assignor and the
Assignee and subject to the terms of this AAR Agreement.
The Assignee intends to transfer all right, title and
interest in and to the Assigned Loans to HSBC Bank USA, National
Association, as trustee (the “Trustee”) for the
holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-OA5 Mortgage Pass-Through Certificates (the
“Certificateholders”) pursuant to the Pooling and
Servicing Agreement, dated as of July 1, 2007 (the
“Pooling and Servicing Agreement”) among the
Assignee, as depositor, the Trustee, as trustee, the Master
Servicer, the securities administrator and the credit risk
manager. Capitalized terms used herein but not defined
shall have the meanings ascribed to them in the Servicing
Agreement.
Assignment and Assumption
1.
Assignor hereby
grants, transfers and assigns to Assignee all of the right,
title and interest of Assignor in, to and under the Servicing
Agreement as it relates to the Assigned Loans. Assignor
specifically reserves and does not assign to Assignee any right,
title and interest in, to or under any mortgage loans subject to
the Servicing Agreement other than the Assigned Loans set forth
on Attachment 1 , the right to transfer the
servicing for any Charged-Off Loans pursuant to Section 2.15 of
the Servicing Agreement or the obligation to indemnify the
Company pursuant to Section 8.01(b) of the Servicing
Agreement.
Representations, Warranties and Covenants
2.
Assignor warrants
and represents to Assignee and Company as of the Closing
Date:
(a)
Attached hereto
as Attachment 2 is a true and accurate copy of the
Servicing Agreement, which Servicing Agreement is in full force
and effect as of the date hereof and the provisions of which
have not been waived, amended or modified in any respect, nor
has any notice of termination been given thereunder;
(b)
Assignor is the
lawful owner of the Assigned Loans with full right to transfer
the Assigned Loans and any and all of its interests, rights and
obligations under the Servicing Agreement as they relate to the
Assigned Loans, free and clear from any and all claims and
encumbrances; and upon the transfer of the Assigned Loans to
Assignee under the MLPA, Assignee shall have good title to each
and every Assigned Loan, as well as any and all of
Assignor’s interests, rights and obligations under the
Servicing Agreement as they relate to the Assigned Loans, free
and clear of any and all liens, claims and
encumbrances;
(c)
Assignor is duly
organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, and has all requisite
power and authority to acquire, own and sell the Assigned
Loans;
(d)
Assignor has full
corporate power and authority to execute, deliver and perform
its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the
transactions contemplated by this AAR Agreement is in the
ordinary course of Assignor’s business and will not
conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor’s certificate of
incorporation or by-laws or any legal restriction, or any
material agreement or instrument to which Assignor is now a
party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which
Assignor or its property is subject. The execution,
delivery and performance by Assignor of this AAR Agreement and
the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on
the part of Assignor. This AAR Agreement has been duly
executed and delivered by Assignor and, upon the due
authorization, execution and delivery by Assignee and Company,
will constitute the valid and legally binding obligation of
Assignor enforceable against Assignor in accordance with its
terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now
or hereafter in effect relating to creditors’ rights
generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity
or at law; and
(e)
No consent,
approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be
obtained or made by Assignor in connection with the execution,
delivery or performance by Assignor of this AAR Agreement, or
the consummation by it of the transactions contemplated
hereby.
3.
Assignee warrants
and represents to, and covenants with, Assignor and Company as
of the Closing Date:
(a)
Assignee is duly
organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and has all requisite
power and authority to acquire, own and purchase the Assigned
Loans;
(b)
Assignee has full
corporate power and authority to execute, deliver and perform
its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the
transactions contemplated by this AAR Agreement is in the
ordinary course of Assignee’s business and will not
conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee’s articles of
incorporation or by-laws or any legal restriction, or any
material agreement or instrument to which Assignee is now a
party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which
Assignee or its property is subject. The execution,
delivery and performance by Assignee of this AAR Agreement and
the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on
the part of Assignee. This AAR Agreement has been duly
executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company,
will constitute the valid and legally binding obligation of
Assignee enforceable against Assignee in accordance with its
terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now
or hereafter in effect relating to creditors’ rights
generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity
or at law;
(c)
No consent,
approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be
obtained or made by Assignee in connection with the execution,
delivery or performance by Assignee of this AAR Agreement, or
the consummation by it of the transactions contemplated hereby;
and
(d)
Assignee agrees to
be bound by all of the terms, covenants and conditions of the
Servicing Agreement with respect to the Assigned Loans, and from
and after the Closing Date with respect to the Assigned
Loans, Assignee assumes for the benefit of each of
Assignor and Company all of Assignor’s obligations
thereunder but solely with respect to such Assigned
Loans.
4.
Company warrants
and represents to, and covenants with, Assignor and Assignee as
of the Closing Date:
(a)
Attached hereto
as Attachment 2 is a true and accurate copy of the
Servicing Agreement, which Agreement is in full force and effect
as of the Closing Date and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice
of termination been given thereunder;
(b)
Company is duly
organized, validly existing and in good standing under the laws
of the jurisdiction of its formation, and has all requisite
power and authority to service the Assigned Loans and otherwise
to perform its obligations under the Servicing
Agreement;
(c)
Company has full
power and authority to execute, deliver and perform its
obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the
transactions contemplated by this AAR Agreement is in the
ordinary course of Company’s business and will not
conflict with, or result in a breach of, any of the terms,
conditions or provisions of Company’s certificate of
formation or operating agreement or any legal restriction, or
any material agreement or instrument to which Company is now a
party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which
Company or its property is subject. The execution,
delivery and performance by Company of this AAR Agreement and
the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary action on the part of
Company. This AAR Agreement has been duly executed and
delivered by Company, and, upon the due authorization, execution
and delivery by Assignor and Assignee, will constitute the valid
and legally binding obligation of Company, enforceable against
Company in accordance with its terms except as enforceability
may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect
relating to creditors’ rights generally, and by general
principles of equity regardless of whether enforceability is
considered in a proceeding in equity or at law;
(d)
No consent,
approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be
obtained or made by Company in connection with the execution,
delivery or performance by Company of this AAR Agreement, or the
consummation by it of the transactions contemplated
hereby;
(e)
No event has
occurred as of Closing Date which would render the
representations and warranties made by Company in Section 10 of
the Servicing Agreement, including any representations and
warranties referenced thereunder, to be untrue in any material
respect;
(f)
From and after the
Closing Date with respect to the Assigned Loans, the Company
shall service the Assigned Loans in accordance with the terms
and provisions of the Servicing Agreement, and the Company shall
establish a Custodial Account and an Escrow Account under the
Servicing Agreement with respect to the Assigned Loans separate
from the Custodial Account and Escrow Account previously
established under the Servicing Agreement in favor of Assignor,
and shall remit collections received to such accounts. The
Custodial Account and Escrow Account shall be entitled
“GMAC Mortgage, LLC, as servicer in trust for Deutsche
Alt-A Securities Mortgage Loan Trust, Series 2007-OA5”;
and
(g)
Company shall
furnish, on a monthly basis, in accordance with the Fair Credit
Reporting Act and its implementing regulations, accurate and
complete borrower credit files to Equifax, Experian and the
TransUnion Credit Information Company with respect to each
Assigned Loan serviced by the Company subject to this AAR
Agreement.
5.
Company hereby
acknowledges that Wells Fargo Bank, N.A. has been appointed as
the Master Servicer for the Assigned Loans pursuant to the
Pooling and Servicing Agreement. Company shall deliver any
reports, certificates and other information required to be
delivered under the Servicing Agreement, as modified by this AAR
Agreement, to:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: DBALT 2007-OA5
Telecopier No.: (410) 715-2380
Recognition of Assignee
6.
From and after the
Closing Date with respect to the Assigned Loans, Company
shall recognize Assignee as owner of the Assigned Loans, and the
Company acknowledges that the Assigned Loans will be part of a
REMIC, and will service the Assigned Loans in accordance with
the Servicing Agreement, as modified by this AAR Agreement, but
in no event in a manner that would (i) cause any REMIC to fail
to qualify as a REMIC or (ii) result in the imposition of a tax
upon any REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code). It is the intention of
Assignor, Company and Assignee that this AAR Agreement shall be
binding upon and for the benefit of the respective successors
and assigns of the parties hereto. Neither Company nor
Assignor shall amend or agree to amend, modify, waive, or
otherwise alter any of the terms or provisions of the Servicing
Agreement which amendment, modification, waiver or other
alteration would in any way affect the Assigned Loans without
the prior written consent of the Trustee and the Master Servicer
and, with respect to the servicing of the Assigned Loans, the
Master Servicer. Pursuant to the Pooling and Servicing
Agreement, the Assignee will assign all of its rights under this
AAR Agreement to the Trustee for the benefit of the
Certificateholders.
In addition, Company hereby acknowledges that
the Assigned Loans will be subject to the terms and conditions
of the Pooling and Servicing Agreement pursuant to which the
Master Servicer is required to monitor the performance by
Company of its servicing obligations under the Servicing
Agreement, as modified by this AAR Agreement, and has the right
to enforce the obligations of Company under the Servicing
Agreement, as modified by this AAR Agreement, with respect to
the servicing of the Assigned Loans. Such right will
include, without limitation, the right to terminate Company
under the Servicing Agreement as provided therein, the right to
receive all remittances required to be made by Company under the
Servicing Agreement, the right to receive all monthly reports
and other data required to be delivered by Company under the
Servicing Agreement, the right to examine the books and records
of Company, indemnification rights, and the right to exercise
certain rights of consent and approval relating to actions taken
by Company. In connection therewith, the Company hereby
agrees to make all remittances required under the Servicing
Agreement with respect to the Assigned Loans to the Master
Servicer in accordance with the following wire transfer
instructions:
Wells Fargo Bank, N.A.
ABA #: 121000248
Account Name: SAS Clearing
Account #: 3970771416
For Further Credit to: DBALT 2007-OA5 Account #53167400
Modification of the Servicing Agreement
7.
Company and
Assignor hereby amend the Servicing Agreement with respect to
the Assigned Loans as follows:
(a)
The following
definitions are added to Section 1.01 of the Servicing
Agreement:
Annual Independent Public Accountants’
Servicing Report : A report of a firm of independent
public accountants which is a member of the American Institute
of Certified Public Accountants to the effect that such firm has
examined certain documents and records relating to the servicing
of the Mortgage Loans or mortgage loans similar in nature to the
Mortgage Loans by the Company and that such firm is of the
opinion that the provisions of this Agreement or similar
servicing agreements have been complied with, and that, on the
basis of such examination conducted substantially in compliance
with the Uniform Single Attestation Program for Mortgage
Bankers, nothing has come to the attention of such firm which
would indicate that such servicing has not been conducted in
compliance therewith, except (i) such exceptions such firm shall
believe to be immaterial, and (ii) such other exceptions as
shall be set forth in such report. No Annual Independent
Public Accountants’ Servicing Report shall contain any
provision restricting the use of such report by the Company,
including any prohibition on the inclusion of any such report in
any filing with the Commission.
Eligible Account : An account or
accounts that meets both of the following requirements:
(a) that is either (1) maintained by the
Servicer with a federal or state chartered depository
institution or trust company or with the Servicer, so long as
such entity is rated a minimum of “A-2” (or
“BBB+” or above if it has no short-term rating) by
S&P; provided that within 30 calendar days of a downgrade
below the minimum required rating level, the Servicer shall
transfer all funds in the applicable Eligible Account to an
account with an Eligible Institution that meets the requirements
of clause (a)(1) of this definition or (2) maintained with the
corporate trust department of a federal depository institution
or state-chartered depository institution subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the
U.S. Code of Federal Regulation Section 9.10(b), which, in
either case, has corporate trust powers and is acting in its
fiduciary capacity; and
(b) that is maintained by a Qualified
Depository.
Final Recovery Determination : With
respect to any defaulted Mortgage Loan or any REO Property
(other than a Mortgage Loan or REO Property repurchased by the
Servicer pursuant to this Agreement), a determination made by
the Servicer that all Insurance Proceeds, Liquidation Proceeds
and other payments or recoveries which the Servicer, in its
reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. The
Servicer shall maintain records, prepared by a servicing officer
of the Servicer, of each Final Recovery Determination.
Monthly Advance : The aggregate of
the advances made by the Servicer on any Remittance Date
pursuant to Section 3.04 of the Servicing Agreement.
Nonrecoverable Monthly Advance :
Any Monthly Advance previously made or proposed to be made
in respect of a Mortgage Loan or REO Property that, in the good
faith business judgment of the Servicer, will not, or, in the
case of a proposed Monthly Advance, would not be, ultimately
recoverable from related late payments, Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan or REO Property as
provided herein.
Pooling and Servicing Agreement :
the Pooling and Servicing Agreement, dated as of July 1,
2007, among the Depositor, the Trustee, the Master Servicer, the
securities administrator and the credit risk manager.
Report Remittance Date : Shall have
the meaning assigned thereto in Section 3.02 of this
Agreement.
Securities Administrator : Wells
Fargo Bank, N.A., or any successor thereto.
Servicing Fee Rate : 0.035% per
annum.
Trustee : HSBC Bank USA, National
Association, or any successor thereto.
(b)
The definition of
“Custodial Account” is modified by adding the
following sentence at the end thereof:
Each Custodial Account shall be an Eligible
Account.
(c)
The definition of
“Depositor” in Section 1.01 of the Servicing
Agreement is hereby deleted in its entirety and replaced with
the following:
Depositor : ACE Securities
Corp.
(d)
The definition of
“Determination Date” in Section 1.01 of the
Servicing Agreement is hereby deleted in its entirety and
replaced with the following:
Determination Date : With respect
to each Remittance Date, the fifteenth (15 th ) day
of the calendar month in which such Remittance Date occurs or,
if such fifteenth (15 th ) day is not a Business Day,
the Business Day immediately following such fifteenth (15
th ) day.
(e)
The definition of
“Due Period” in Section 1.01 of the Servicing
Agreement is hereby deleted in its entirety and replaced with
the following:
Due Period : With respect to each
Remittance Date, the period commencing on the second day of the
month preceding the month of the Remittance Date and ending on
the first day of the month of the Remittance Date.
(f)
The definition of
“Escrow Account” is modified by adding the following
sentence at the end thereof:
Each Escrow Account shall be an Eligible
Account.
(g)
The definition of
“Master Servicer” in Section 1.01 of the Servicing
Agreement is hereby deleted in its entirety and replaced with
the following:
Master Servicer : Wells Fargo Bank,
N.A., or any successor thereto.
(h)
The definition of
“Principal Prepayment Period” in Section 1.01 of the
Servicing Agreement is hereby deleted in its entirety and
replaced with the following:
Principal Prepayment Period : With
respect to each Remittance Date, the period beginning with the
16 th day of the calendar month preceding the month
in which such Remittance Date occurs and ending on the 15
th day of the calendar month in which such Remittance
Date occurs.
(i)
The definition of
“Remittance Date” in Section 1.01 of the Servicing
Agreement is hereby deleted in its entirety and replaced with
the following:
Remittance Date : The eighteenth
(18 th ) day of each month, commencing, for any
Mortgage Loan Package on the eighteenth day of the month next
following the month in which the related Cut-off Date occurs, or
if such eighteenth (18 th ) day is not a Business
Day, the first Business Day immediately preceding such
eighteenth (18 th ) day.
(j)
The definition of
“Servicing Fee” in Section 1.01 of the Servicing
Agreement is hereby deleted in its entirety and replaced by the
following:
Servicing Fee : “With respect to
each Mortgage Loan, the amount of the annual servicing fee the
Purchaser shall pay to the Servicer, which shall, for each
month, be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) the Stated Principal Balance of the
Mortgage Loan. Such fee shall be payable monthly, computed
on the basis of the same principal amount and period
respectively which any related interest payment on a Mortgage
Loan is computed.”
(k)
Section 2.01 of the
Servicing Agreement is modified by deleting the words
“unless the Servicer has obtained the prior written
consent of the Owner,” from the fourth paragraph thereof.
(l)
Section 2.02 of the
Servicing Agreement is modified by deleting the fourth paragraph
of such section and replacing it with the following:
“The Servicer acknowledges and agrees that
it shall take and initiate any legal actions with respect to any
Mortgage Loans and REO Properties, including, without
limitation, any foreclosure actions, acceptance of deeds-in-lieu
of foreclosure, and any collection actions with respect to any
Mortgage Loans or REO Properties on behalf of and in the name of
the Trustee for the benefit of the related trust established
pursuant to the Pooling and Servicing Agreement.”
(m)
Section 2.04 of the
Servicing Agreement is modified by deleting the sentence
“The Custodial Account shall be established with a
Qualified Depository.” and replacing it with the
following:
“The Custodial Account shall be
established and maintained as an Eligible Account.”
(n)
Section 2.04 of the
Servicing Agreement is modified by deleting the word
“and” after clause (vii) and adding the
following clauses:
“(ix) with respect to each Principal
Prepayment in full received during the portion of the Principal
Prepayment Period occurring from the 16th day of the calendar
month preceding the month in which the related Remittance Date
occurs through and including the last day of the calendar month
preceding the month in which the related Remittance Date occurs,
an amount (“Prepayment Interest Shortfall”) (to be
paid by the Servicer out of its own funds without reimbursement
therefor) which, when added to all amounts allocable to interest
received in connection with such Principal Prepayment in full,
equals one month’s interest on the amount of principal so
prepaid at the Mortgage Loan Remittance Rate, provided, however,
that in no event shall the aggregate of deposits made by the
Servicer exceed the aggregate amount of the Servicer’s
Servicing Fee in the calendar month in which such deposits are
required; and
(x) all Monthly Advances required to be made by
the Servicer pursuant to Section 3.02.
(o)
Section 2.05 of the
Servicing Agreement is modified by deleting the word
“and” after clause (viii), changing clause (ix) to
clause (xiii) and adding the following as clauses (ix), (x),
(xi) and (xii):
(ix) to reimburse itself for Monthly Advances,
the Servicer’s right to reimburse itself pursuant to this
clause (ix) being limited to amounts received on the related
Mortgage Loan which represent late collections (net of the
related Servicing Fees), Liquidation Proceeds or Insurance
Proceeds with respect to such Mortgage Loan, respecting which
any such advance was made it being understood that, in the case
of such reimbursement, the Servicer’s right thereto shall
be prior to the rights of Purchaser;
(x) to reimburse the Servicer for any Monthly
Advance previously made which the Servicer has determined to be
a Nonrecoverable Monthly Advance;
(xi) to pay to itself, to the extent set forth
in Section 4.03, with respect to each Principal Prepayment in
full received during the portion of the related Prepayment
Period occurring from the 1st day of the calendar month in which
the related Remittance Date occurs through and including the
last day of the related Prepayment Period, an amount
(“Prepayment Interest Excess”) equal to interest (to
the extent received) at the applicable Mortgage Loan Remittance
Rate on the amount of such Principal Prepayment for the number
of days commencing on the 1st day of the calendar month in which
such Remittance Date occurs and ending on the date on which such
prepayment is so applied;
(xii) to reimburse itself to the extent set
forth in Sections 4.08(a) and (b); and
(p)
Section 2.05 of the
Servicing Agreement is modified by replacing the paragraph at
the end of such Section with the following:
“The Servicer shall keep and maintain
separate accounting, on a Mortgage Loan by Mortgage Loan basis,
for the purpose of justifying any withdrawal from the Custodial
Account pursuant to such clauses (ii) - (xii) above. The
Servicer shall provide written notification in the form of an
Officers’ Certificate to the Purchaser, on or prior to the
next succeeding Remittance Date, upon making any withdrawals
from the Custodial Account pursuant to clause (v) and (xii)
above.”
(q)
Section 2.06 of the
Servicing Agreement is modified by deleting the sentence
“The Escrow Account shall be established with a Qualified
Depository.” and replacing it with the
following:
“The Escrow Account shall be established
and maintained as an Eligible Account.”
(r)
The following shall
be added as Section 2.23 of the Servicing Agreement:
“Notwithstanding anything in this
Agreement to the contrary, the Servicer (a) shall not permit any
modification with respect to any Mortgage Loan that would change
the Mortgage Interest Rate and (b) shall not (unless the
Mortgagor is in default with respect to the Mortgage Loan or
such default is, in the judgment of the Servicer, reasonably
foreseeable) make or permit any modification, waiver or
amendment of any term of any Mortgage Loan that would both (i)
effect an exchange or reissuance of such Mortgage Loan under
Section 1001 of the Code (or Treasury regulations promulgated
thereunder) or (ii) cause the trust fund to fail to qualify as a
REMIC under the Code or the imposition of any tax on
“prohibited transactions” or
“contributions” after the startup date under the
REMIC Provisions.
Prior to taking any action with respect to the
Mortgage Loans which is not contemplated under the terms of this
Agreement, the Servicer will obtain an Opinion of Counsel
acceptable to the Trustee with respect to whether such action
could result in the imposition of a tax upon the REMIC
(including but not limited to the tax on prohibited transactions
as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, an “Adverse REMIC Event”),
and the Servicer shall not take any such action or cause the
trust fund to take any such action as to which it has been
advised that an Adverse REMIC Event could occur.
The Servicer shall not permit the creation of
any “interests” (within the meaning of Section 860G
of the Code) in the REMIC. The Servicer shall not enter
into any arrangement by which the REMIC will receive a fee or
other compensation for services nor permit the REMIC to receive
any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section
860G(a)(5) of the Code.
Any REO Property shall be disposed of by the
Servicer before the close of the third taxable year following
the taxable year in which the Mortgage Loan became an REO
Property, unless the Servicer is otherwise directed by the
Assignee or such Mortgage Loan is not part of a
REMIC.”
(s)
The first paragraph
of Section 3.01 of the Servicing Agreement is hereby deleted in
its entirety and replaced with the following:
“On each Remittance Date, the Servicer
shall remit by wire transfer of immediately available funds to
the Owner (A) (i) all amounts credited to the related Custodial
Account as of the close of business on the preceding
Determination Date, net of charges against or withdrawals from
the related Custodial Account pursuant to Section 2.05, plus
(ii) all Monthly Advances, if any, which the Servicer is
obligated to remit pu
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