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Exhibit 99.5
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This
is an Assignment, Assumption and Recognition Agreement (this
"AAR
Agreement") made as of March 1, 2007, among Merrill Lynch Mortgage
Lending,
Inc., having an address at 250 Vesey Street, 4 World Financial
Center, 10th
Floor, New York, New York 10080 (the "Assignor"), Merrill Lynch
Mortgage
Investors, Inc., having an address 250 Vesey Street, 4 World
Financial Center,
10th Floor, New York, New York 10080 (the "Assignee") and National
City Mortgage
Co. (the "Company").
In
consideration of the mutual promises contained herein the parties
hereto
agree that the residential mortgage loans (the "Assigned Loans")
listed on
Attachment 1 annexed hereto (the "Assigned Loan Schedule")
purchased by Merrill
Lynch Bank, USA ("MLBUSA") from the Company pursuant to the Master
Seller's
Warranties and Servicing Agreement, dated as of May 1, 2004,
between MLBUSA and
the Company, as amended by Amendment Number One, dated as of March
22, 2006 (the
"Agreement"), shall be subject to the terms of this AAR Agreement.
MLBUSA
assigned all of its right, title and interest in, to and under the
Agreement to
the Assignor pursuant to the Assignment and Assumption Agreement,
dated March 1,
2007, among MLBUSA, the Company and the Assignor (the "Assignment
and Assumption
Agreement"; together with the Agreement, the "Agreements").
Capitalized terms
used herein but not defined shall have the meanings ascribed to
them in the
Agreements.
Assignment and Assumption
1.
The Assignor hereby grants, transfers and assigns to the Assignee
all of
the right, title and interest of the Assignor in the Assigned Loans
and, as they
relate to the Assigned Loans, all of its right, title and interest
in, to and
under the Agreements. The Assignor specifically reserves and does
not assign to
the Assignee any right, title and interest in, to or under any
Mortgage Loans
subject to the Agreement other than those set forth on Attachment
l.
Notwithstanding anything to the contrary contained herein, the
Assignor is
retaining the right to enforce the representations and warranties
with respect
to the Assigned Loans and the Company, prior to the date
hereof.
Representations; Warranties and Covenants
2.
The Assignor warrants and represents to the Assignee and the
Company as
of
the date hereof:
a. Attached
hereto as Attachment 2 are true and accurate copies of
the Agreements, which agreements are 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. The Assignor
was 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 Agreements as they
relate to the Assigned Loans, free and clear of any and all
liens, claims and encumbrances; and upon the transfer of the
Assigned Loans to the Assignee as contemplated herein, the
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Assignee shall have good title to each and every Assigned Loan,
as well as any and all of the Assignor's interests, rights and
obligations under the Agreements as they relate to the Assigned
Loans, free and clear of any and all liens, claims and
encumbrances;
c. The Assignor
has not received notice of, and has no knowledge of,
any offsets, counterclaims or other defenses available to the
Company with respect to the Assigned Loans or the Agreements;
d. The Assignor
has not waived or agreed to any waiver under, or
agreed to any amendment or other modifications of, the
Agreements. The Assignor has no knowledge of, and has not
received notice of, any waivers under or any amendments or
other
modifications of, or assignment of rights or obligations under
the Agreements;
e. The Assignor
is a corporation 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
acquire,
own and sell the Assigned Loans;
f. The Assignor
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 the Assignor's business and will not
conflict
with, or result in a breach of, any of the terms, conditions or
provisions of the Assignor's charter or by-laws or any legal
restriction, or any material agreement or instrument to which
the
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 the Assignor or its property is subject. The
execution,
delivery and performance by the Assignor 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 the Assignor. This AAR Agreement has been duly executed
and delivered by the Assignor and, upon the due authorization,
execution and delivery by the Assignee and the Company, will
constitute the valid and legally binding obligation of the
Assignor enforceable against the 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;
g. No material
consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental
entity
is required to be obtained or made by the Assignor in
connection
with the execution, delivery or performance by the Assignor of
this AAR Agreement, or the consummation by it of the
transactions
contemplated hereby. Neither the Assignor nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Assigned Loans or any interest in the Assigned
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Loans, or solicited any offer to buy or accept transfer, pledge
or other disposition of the Assigned Loans, or any interest in
the Assigned Loans, or otherwise approached or negotiated with
respect to the Assigned Loans, or any interest in the Assigned
Loans, with any Person in any manner, or made any general
solicitation by means of general advertising or in any other
manner, or taken
any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of
1933, as amended (the "1933 Act") or which would render the
disposition of the Assigned Loans a violation of Section 5 of
the
1933 Act or require registration pursuant thereto; and
h. The Assignor
has received from the Company, and has delivered to
the Assignee, all documents required to be delivered to the
Assignor by the Company prior to the date hereof pursuant to
Section 2.04 of the Agreement with respect to the Assigned
Loans.
3.
The Assignee warrants and represents to, and covenants with,
the
Assignor and the Company as of the date hereof:
a. The Assignee
is a corporation 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 acquire,
own and purchase the Assigned Loans;
b. The Assignee
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 the Assignee's business and will not
conflict
with, or result in a breach of, any of the terms, conditions or
provisions of the Assignee's charter or by-laws or any legal
restriction, or any material agreement or instrument to which
the
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 the Assignee or its property is subject. The
execution,
delivery and performance by the Assignee 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 Assignee. This AAR Agreement has been duly executed and
delivered by the Assignee and, upon the due authorization,
execution and delivery by the Assignor and the Company, will
constitute the valid and legally binding obligation of the
Assignee enforceable against the 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 material
consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental
entity
is required to be obtained or made by the Assignee in
connection
with the execution, delivery or
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performance by the Assignee of this AAR Agreement, or the
consummation by it of the transactions contemplated hereby;
d. There is no
action, suit, proceeding, investigation or litigation
pending or, to the Assignee's knowledge, threatened, which
either
in any instance or in the aggregate, if determined adversely to
the Assignee, would adversely affect the Assignee's execution
or
delivery of, or the enforceability of, this AAR Agreement, or
the
Assignee's ability to perform its obligations under this AAR
Agreement;
e. The Assignee
understands that the Assigned Loans have not been
registered under the Securities Act of 1934 (the "Securities
Act") or the securities laws of any state; and
f. The Assignee
is either (i) not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Internal Revenue
Code of 1986 (the "Code") (a "Plan") and not a Person acting,
directly or indirectly, on behalf of or investing with "plan
assets" of any such Plan or (ii) an employee benefit plan that
is
subject to ERISA and the assignment contemplated herein does
not
constitute and will not result in non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the
Code.
4.
The Company warrants and represents to, and covenants with, the
Assignor
and the Assignee as of the date hereof:
a. Attached
hereto as Attachment 2 are true and accurate copies of
the Agreements, which agreements are 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. The Company
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 service the
Assigned
Loans and otherwise to perform its obligations under the
Agreements;
c. The Company
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 the Company's business and will not conflict
with, or result in a breach of, any of the terms, conditions or
provisions of the Company's charter or by-laws or any legal
restriction, or any material agreement or instrument to which
the
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 the Company or its property is subject. The execution,
delivery and performance by the
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Company 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 the Company. This
AAR Agreement has been duly executed and delivered by the
Company, and, upon the due authorization, execution and
delivery
by the Assignor and the Assignee, will constitute the valid and
legally binding obligation of the Company, enforceable against
the 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 the Company in connection with the
execution, delivery or performance by the Company of this AAR
Agreement, or the consummation by it of the transactions
contemplated hereby;
e. The Company
shall establish a Custodial Account and an Escrow
Account under the Agreement in favor of the Assignee with
respect
to the Assigned Loans separate from the Custodial Account and
the
Escrow Account previously established under the Agreement in
favor of the Assignor; and
f. No event has
occurred from the applicable Closing Date to the
date hereof which would render the representations and
warranties
as to the Company and the Assigned Loans made by the Company in
Section
3.01 and Section 3.02 of the Agreement to be untrue in
any material respect.
Recognition of the Assignee
5.
From and after the date hereof, the Company shall recognize the
Assignee
as owner of the Assigned Loans and will service the Assigned Loans
for the
Assignee as if the Assignee and the Company had entered into a
separate
servicing agreement for the servicing of the Assigned Loans in the
form of the
Agreement (as modified herein), the terms of which are incorporated
herein by
reference. In addition, the Company hereby acknowledges that from
and after the
date hereof, the Assigned Loans will be subject to the Pooling and
Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of
March 1, 2007, by
and among Merrill Lynch Mortgage Investors, Inc., Wells Fargo Bank,
N.A. (the
"Master Servicer") and HSBC Bank USA, National Association.
Pursuant to the
Pooling and Servicing Agreement, the Master Servicer has the right
to monitor
the Company's performance of its servicing obligations under the
Agreement. Such
right will include, without limitation, the right to terminate the
Company under
the Agreement upon the occurrence of an event of default
thereunder, the right
to receive all remittances required to be made by the Company under
the
Agreement, the right to receive all monthly reports and other data
required to
be delivered by the Company under the Agreement, the right to
examine the books
and records of the Company, indemnification rights, and the right
to exercise
certain rights of consent and approval relating to actions taken by
the Company.
In connection therewith, the Company hereby agrees that all
remittances required
to be made with respect to the Assigned Loans pursuant to the
Agreement will be
made in accordance with the following wire transfer
instructions:
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Bank: Wells Fargo Bank, N.A.
ABA Routing Number: 121-000-248
Account Name: Corporate Trust Clearing
Account Number: 3970771416
For Credit to: MANA Series 2007-A2, Acct# 53135100
and the Company shall deliver all reports required to be delivered
under the
Agreement to the Assignee and to the Master Servicer at:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager - MANA 2007-A2
It is the intention of the Assignor, the Company and the Assignee
that
this AAR Agreement shall be binding upon and for the benefit of the
respective
successors and assigns of the parties hereto. Neither the Company
nor the
Assignor shall amend or agree to amend, modify, waive or otherwise
alter any of
the terms or provisions of the Agreement which amendment,
modification, waiver
or other alteration would in any way affect the Assigned Loans
without the prior
written consent of the Assignee.
For purposes of Section 6.08 of the Agreement, the Company is
hereby
notified, and the Company hereby acknowledges receipt of such
notification, that
a REMIC election has been made with respect to the Assigned
Loans.
Modification of the Agreement
6.
The following definitions are added to Article I of the
Agreement:
"Master Servicer: Wells Fargo Bank, N.A., or its successors in
interest."
"Nonrecoverable Advance: Any Monthly Advance previously made by the
Company
pursuant to Section 5.03 or any Servicing Advance which, in the
good faith
judgment of the Company, may not be ultimately recoverable by the
Company
from
Liquidation Proceeds or otherwise. The determination by the
Company
that
it has made a Nonrecoverable Advance shall be evidenced by an
Officers' Certificate of the Company delivered to the Purchaser and
the
Master Servicer and detailing the reasons for such
determination."
7.
The definition of "Business Day" in Article I of the Agreement
is
deleted in its entirety and replaced with the following:
"Business Day. Any day other than a Saturday or Sunday, or a day on
which
banking and savings and loan institutions in the State of Ohio, the
State
of
New York, the State of Maryland or the State of Minnesota are
authorized
or
obligated by law or executive order to be closed."
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8.
The definition of "Remittance Date" in Article I of the Agreement
is
deleted in its entirety and replaced with the following:
"Remittance Date. The 18th day (or if such 18th day is not a
Business Day,
the
first Business Day immediately preceding) of any month, beginning
with
the
First Remittance Date."
9.
The definition of "Servicing Criteria" in Article I of the
Agreement is
deleted in its entirety and replaced with the following:
"Servicing Criteria. The "servicing criteria" set forth in Item
1122(d) of
Regulation AB, as such may be amended from time to time, for which
the
Company is responsible in its capacity as Servicer and as
identified on
Exhibit N hereto."
10.
The following is added as Subsection 4.05(ix) of the Agreement:
"(ix) to reimburse itself for any Nonrecoverable Advances."
In the last paragraph of Section 4.05, "(viii)" is hereby
replaced
with
"(ix)".
11.
The Assignee and the Company hereby amend Section 4.18 of the
Agreement
by adding the following sentence at the end of the first paragraph
thereof:
"Such report will be in the format set forth in Exhibit O-3."
12.
The Assignee and the Company hereby amend Section 5.01 of the
Agreement
by deleting the second paragraph in its entirety and replacing it
with the
following:
"With respect to any remittance received by the Purchaser after
the
Business Day following the Business Day on which such remittance
was due,
the
Company shall pay to the Purchaser interest on any such late
payment at
an
annual rate equal to the Prime Rate, adjusted as of the date of
each
change, plus three (3) percentage points, but in no event greater
than the
maximum amount permitted by applicable law. Such interest shall
be
deposited in the Custodial Account by the Company on the date such
late
payment is made and shall cover the period commencing with the
Business Day
on
which such payment was due and ending with the Business Day on
which
such
payment is made, both inclusive. Such interest shall be remitted
along
with
the distribution payable on the next succeeding Remittance Date.
The
payment by the Company of any such interest shall not be deemed
an
extension of time for payment or a waiver of any Event of Default
by the
Company."
13.
The Assignee and the Company hereby amend Section 5.02 of the
Agreement
by deleting the first paragraph of such section in its entirety and
replacing it
with the following:
"On
or before the tenth calendar day of each month (or if such day is
not a
Business Day, the immediately preceding Business Day), the Company
shall
furnish to the Purchaser or its designee a delinquency report in
the form
set
forth in Exhibit O-1, a monthly remittance advice in the form set
forth
in
Exhibit O-2, and a realized loss report in the form set forth
in
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Exhibit O-3, each in a mutually agreeable electronic format, as to
the
latest Due Period, together with such other information with
respect to the
Mortgage Loans as the Purchaser may reasonably require to
allocate
distributions made pursuant to this Agreement and to provide
appropriate
statements in connection therewith."
14.
The Assignee and the Company hereby amend Section 6.05 of the
Agreement
by deleting such section in its entirety and replacing it with the
following:
"[Reserved.]"
15.
The Assignee and the Company hereby amend Section 7A.01 of the
Agreement by deleting "Article 1" in the first sentence and
replacing it with
"Article 7A."
16.
The Assignee and the Company hereby amend Section 7A.01 of the
Agreement by deleting the last two sentences of the section and
replacing them
with the following:
"The
Company acknowledges that interpretations of the requirements
of
Regulation AB may change over time, whether due to interpretive
guidance
provided by the Commission or its staff, consensus among
participants in the
asset-backed securities markets, advice of counsel, or otherwise,
and agrees to
negotiate in good faith with the Purchaser, any Master Servicer or
any
Depositor, upon a request made in good faith, regarding the
Company's delivery
of information under these provisions on the basis of evolving
interpretations
of Regulation AB. In connection with any Securitization
Transaction, the Company
shall cooperate fully with the Purchaser and any Master Servicer to
deliver to
the Purchaser (including any of its assignees or designees), any
Master Servicer
and any Depositor, any and all statements, reports, certifications,
records and
any other information necessary in the good faith determination of
the
Purchaser, the Master Servicer or any Depositor to permit the
Purchaser, such
Master Servicer or such Depositor to comply with the provisions of
Regulation
AB, together with such disclosures relating to the Company, any
Subservicer, any
Third-Party Originator and the Mortgage Loans, or the servicing of
the Mortgage
Loans, reasonably believed by the Purchaser or any Depositor to be
necessary in
order to effect such compliance."
17.
The Assignee and the Company hereby amend Section 7A.02 of the
Agreement by deleting the section in its entirety and replacing it
with the
following:
"(a) The Company shall be deemed to represent to the Purchaser, to
any
Master Servicer and to any Depositor, as of the date on which
information
is
first provided to the Purchaser, any Master Servicer or any
Depositor
under Section 7A.03 that, except as disclosed in writing to the
Purchaser,
such
Master Servicer or such Depositor prior to such date and unless
otherwise disclosed in
such information provided under Section 7A.03: (i)
the
Company is not aware and has not received notice that any
default,
early amortization or other performance triggering event has
occurred as to
any
other securitization due to any act or failure to act of the
Company;
(ii)
the Company has not been terminated as servicer in a
residential
mortgage loan securitization, either due to a servicing default or
to
application of a servicing performance test or trigger; (iii) no
material
noncompliance with the applicable servicing criteria with respect
to other
securitizations of residential mortgage loans involving the Company
as
servicer has been disclosed or reported by the Company; (iv) no
material
changes to the Company's policies or procedures with respect to
the
servicing function it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a type similar to
the
Mortgage Loans have occurred during the three-year period
immediately
preceding the scheduled closing date of the related
Securitization
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Transaction; (v) there are no aspects of the Company's financial
condition
that
could have a material adverse effect on the performance by the
Company
of
its servicing obligations under this Agreement or any
Reconstitution
Agreement; (vi) there are no material legal or governmental
proceedings
pending (or known to be contemplated) against the Company, any
Subservicer
or
to the knowledge of the Company, any Third-Party Originator; and
(vii)
there are no affiliations, relationships or transactions relating
to the
Company, any Subservicer or any Third-Party Originator with respect
to any
Securitization Transaction and any party thereto identified by the
related
Depositor of a type described in Item 1119 of Regulation AB.
(b) If so requested by the Purchaser, any Master Servicer or
any
Depositor on any date
following the date on which information is first
provided to the Purchaser, any Master Servicer or any Depositor
under
Section 7A.03, the Company shall, as soon as practical (but in no
event
later than 10 calendar days) following such request, confirm in
writing the
accuracy of the representations and warranties set forth in
paragraph (a)
of
this Section or, if any such representation and warranty is not
accurate
as
of the date of such request, provide reasonably adequate disclosure
of
the
pertinent facts, in writing, to the requesting party."
18.
The Assignee and the Company hereby amend Section 7A.03 by deleting
the
first sentence of such section and replacing it with the
following:
"In
connection with any Securitization Transaction the Company
shall
(i)
as promptly as practicable following request by the Purchaser or
any
Depositor in writing (fax or email) ( but in no event later than
ten (10)
calendar days following such request), provide to the Purchaser and
such
Depositor (or, as applicable, cause each Third-Party Originator and
each
Subservicer to provide), in writing, or in a mutually agreed
upon
electronic format, and in form and substance reasonably
satisfactory to the
Purchaser and such Depositor, the information and materials
specified in
paragraphs (a), (b), (c) and (g) of this Section, and (ii) as
promptly as
practicable following notice to or discovery by the Company,
provide to the
Purchaser and any Depositor in writing, or in a mutually agreed
upon
electronic format, and in form and substance reasonably
satisfactory to the
Purchaser and such Depositor) the information specified in
paragraph (e) of
this
Section."
19.
The Assignee and the Company hereby amend Section 7A.03(b) by
adding
the phrase "statements and" after the word "such" and before the
words
"agreed-upon procedures" in the fourth line of the first sentence
of the second
paragraph of such Section.
20.
The Assignee and the Company hereby amend Section 7A.03(c)(B)(5)
by
deleting the word "Purchase" and replacing it with "Purchaser."
21.
The Assignee and the Company hereby amend Section 7A.03(c)(F)
by
deleting "and" at the end of the section;
22.
The Assignee and the Company hereby amend Section 7A.03(c)(G)
by
deleting the "." at the end of the section and replacing it with
";"
23.
The Assignee and the Company hereby amend Section 7A.03(c) by
adding
the following to the end of the section:
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"(H)
a description of the Servicer's processes and procedures designed
to
address any special or unique factors involved in servicing loans
of a similar
type as the Mortgage Loans;
(I)
a description of any material legal or governmental proceedings
pending
(or known to be contemplated) against the Servicer; and
(J)
a description of any affiliation or relationship between the
Servicer
and any of the following parties to a Securitization Transaction,
as such
parties are identified to the Servicer by the Purchaser or any
Depositor in
writing in advance of such Securitization Transaction:
(1)
the sponsor;
(2)
the depositor;
(3)
the issuing
entity;
(4)
any servicer;
(5)
any trustee;
(6)
any originator;
(7)
any significant
obligor;
(8)
any enhancement or
support provider; and
(9)
any other material
transaction party."
24.
The Assignee and the Company hereby amend Section 7A.03(d) by
deleting
such section in its entirety and replacing it with the
following:
"(d) If so requested by the Purchaser or any Depositor for the
purpose
of satisfying its reporting obligation under the Exchange Act
with
respect to any class of asset-backed securities, the Company
shall
upon discovery (or shall cause each Subservicer and Third-Party
Originator to so notify upon discovery) (i) notify the Purchaser,
any
Master Servicer and any Depositor in writing of (A) any
material
litigation or governmental proceedings pending against the
Company,
any Subservicer or any Third-Party Originator, as applicable, and
(B)
any affiliations or relationships that develop following the
closing
date of a Securitization Transaction between the Company, 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 the Agreement or any Reconstitution Agreement,
(D)
any merger, consolidation or sale of substantially all of the
assets
of the Company and (E) the Company's entry into an agreement with
a
Subservicer to perform or assist in the performance of any of
the
Company's obligations under this Agreement or any
Reconstitution
Agreement and (ii) provide to the Purchaser and any Depositor a
description of such proceedings, affiliations or
relationships."
25.
The Assignee and the Company hereby amend Section 7A.03(e) by
adding
the phrase ", any Master Servicer" after the word "Purchaser" in
the fourth line
of such section.
26.
The Assignee and the Company hereby amend Section 7A.03 of the
Agreement by adding the following new sections 7A.03(f) and
7A.03(g):
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"(f) In addition to such information as the Company, as servicer,
is
obligated to provide pursuant to other provisions of this
Agreement, not
later than ten days prior to the deadline for the filing of any
distribution report on Form 10-D in respect of any
Securitization
Transaction that includes any of the Mortgage Loans serviced by the
Company
or
any Subservicer, the Company or such Subservicer, as applicable,
shall,
to
the extent the Company or such Subservicer has knowledge, provide
to the
party responsible for filing such report (including, if applicable,
the
Master Servicer) notice of the occurrence of any of the following
events
along with all information, data, and materials related thereto as
may be
required to be included in the related distribution report on Form
10-D (as
specified in the provisions of Regulation AB referenced below):
(i) any material modifications, extensions or waivers of pool
asset
terms, fees, penalties or payments during the distribution period
or that
have
cumulatively become material over time (Item 1121(a)(11) of
Regulation
AB);
(ii) material breaches of pool asset representations or warranties
or
transaction covenants (Item 1121(a)(12) of Regulation AB); and
(iii) information regarding any pool asset changes (such as,
additions, substitutions or repurchases), and any material changes
in
origination or underwriting of pool assets as it relates to a
substitution
(Item 1121(a)(14) of Regulation AB).
(g) The Company shall provide to the Purchaser, any Master
Servicer
and
any Depositor, evidence of the authorization of the person signing
any
certification or
statement, copies or other evidence of Fidelity Bond
Insurance and Errors and Omission Insurance policy, financial
information
and
reports, and such other information related to the Company or
any
Subservicer or the Company or such Subservicer's performance
hereunder."
27.
The Assignee and the Company hereby amend Section 7A.04 of the
Agreement by deleting such section in its entirety and replacing it
with the
following:
"On or before March 1st of each calendar year, commencing in 2008,
the
Company shall deliver to the Purchaser, the Master Servicer and
the
Depositor a statement of compliance addressed to the Purchaser, the
Master
Servicer and the Depositor and signed by an authorized officer of
the
Company, to the effect that (i) a review of the Company's
activities as
servicer during the immediately preceding calendar year (or
applicable
portion thereof) and of its performance under this Agreement and
any
applicable Reconstitution Agreement during such period has been
made under
such
officer's supervision, and (ii) to the best of such officers'
knowledge, based on such review, the Company has fulfilled all of
its
obligations under this Agreement and any applicable
Reconstitution
Agreement in all material respects throughout such calendar year
(or
applicable portion thereof) or, if there has been a failure to
fulfill any
such
obligation in any material respect, specifically identifying each
such
failure known to such officer and the nature and the status
thereof."
28.
The Assignee and the Company hereby amend Section 7A.05 of the
Agreement by deleting Section 7A.05(a)(i)-(iv) in its entirety and
replacing it
with the following:
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"(i) deliver to the Purchaser, any Master Servicer and any
Depositor a
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