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Exhibit
99.12a
EXECUTION
VERSION
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “
Assignment ”), dated of November 1, 2007, is
entered into among Morgan Stanley Capital I Inc., a Delaware
corporation (the “ Depositor ”), Morgan
Stanley Mortgage Capital Holdings LLC, successor by merger to
Morgan Stanley Mortgage Capital Inc. (“ MSMCH
”), IndyMac Bank, F.S.B., as seller (in such capacity,
the “ Seller ”) and as servicer (in such
capacity, the “ Servicer ”), LaSalle Bank
National Association (“ LaSalle ”), as
trustee (“ Trustee ”), of Morgan Stanley
Mortgage Loan Trust 2007-15AR (the “Trust”), and
acknowledged by Wells Fargo Bank, National Association, as
master servicer (in such capacity, the “ Master
Servicer ”) and as securities administrator (in such
capacity, the “ Securities Administrator
”).
RECITALS
WHEREAS
Morgan Stanley Mortgage Capital Holdings LLC, the Seller and
the Servicer have entered into (a) a certain Mortgage Loan
Purchase and Warranties Agreement, dated as of September 1,
2006 (as amended or modified to the date hereof, the “
Sale Agreement ”) and (b) a certain Servicing
Agreement, dated as of September 1, 2006 (as amended or
modified to the date hereof, the “ Servicing
Agreement ” and, together with the Sale Agreement,
the “ Agreements ”), pursuant to which
MSMCH has acquired certain Mortgage Loans pursuant to the
terms of the Sale Agreement and the Servicer has agreed to
service such Mortgage Loans pursuant to the terms of the
Servicing Agreement;
WHEREAS
the Depositor has agreed, on the terms and conditions
contained herein, to purchase from MSMCH certain of the
Mortgage Loans (the “ Specified Mortgage Loans
”) which are subject to the provisions of the Agreements
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:
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1.
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Assignment and Assumption
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(a)
On
and as of the date hereof, MSMCH 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 MSMCH (the “ First Assignment and
Assumption ”), and the Seller hereby acknowledges the
First Assignment and Assumption.
MSMCH
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 MSMCH 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 Agreements to the extent relating to the Specified Mortgage
Loans, and the Trustee, on 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, MSMCH represents and warrants to the
Depositor and the Trustee that MSMCH 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 MSMCH’s acquisition of the
Specified Mortgage Loans.
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2.
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Recognition of Trustee
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(a)
From
and after the date hereof, both MSMCH 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
Servicing Agreement, the terms of which are incorporated herein by
reference. It is the intention of the Seller, the
Servicer, the Depositor, the Trustee and MSMCH that this Assignment
shall be binding upon and inure to the benefit of the Depositor,
the Trustee and MSMCH 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 Agreements. Accordingly, the right of MSMCH to
consent to any amendment of the Agreement and its rights concerning
waivers as set forth in Section 23 of the Sale Agreement and
Section 11.02 of the Servicing Agreement shall be exercisable, to
the extent any such amendment or waiver affects the Specified
Mortgage Loans or any of the rights under the 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 MSMCH.
(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, Wells Fargo Bank, National
Association, as securities administrator (the “ Securities
Administrator ”) and the Trustee (the “ Pooling
and Servicing Agreement ”), (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 and (iv) under no
circumstances shall LaSalle Bank National Association be personally
liable for the payment of any indebtedness or expenses of the
Trust, or be liable for the breach or failure of any
obligation,
representation, warranty or covenant made or undertaken by the
Trust under this Assignment and (v) all recourse for any
payment liability or other obligation of the assignee shall be
had solely to the assets of the Trust.
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3.
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Representations and Warranties
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(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
MSMCH other than those contained in the Agreements 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 parties hereto 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 related closing date (as defined
in the Sale Agreement), the representations and warranties set
forth in Sections 9.01 and 9.02 of the Sale Agreement, with respect
to each of the Specified Mortgage Loans that were sold by it under
the Sale 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
date.
(e)
The
Servicer hereby restates, as of November 30, 2007 (the
“Closing Date”), the representations and warranties set
forth in Articles X and XIII of the Servicing Agreement, with
respect to each of the Specified Mortgage Loans it agreed to
service under the Servicing 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.
(f)
The
Servicer hereby represents and warrants to the Trustee that, to the
extent the Mortgage Loans will be part of a REMIC, the Servicer
shall service the Mortgage Loans and any real property acquired
upon default thereof (including, without limitation, making or
permitting any modification, waiver or amendment of any term of any
Mortgage Loan) in accordance with the Servicing Agreement, but in
no event in a manner that would (a) cause the REMIC to fail or
qualify as a REMIC or (b) 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, the tax
on contributions to a REMIC set forth in Section 860G(d) of the
Code and the tax on “net income from foreclosure
property” as set forth in Section 860G(c) of the
Code).
4. The
Servicer hereby acknowledges that Wells Fargo Bank, National
Association has been appointed as the Master Servicer of the
Specified Mortgage Loans pursuant to the Pooling and Servicing
Agreement and, therefore, has the right to enforce all
obligations of the Servicer under the Servicing
Agreement. Such rights will include, without
limitation, the right to terminate the Servicer under the
Servicing Agreement upon the occurrence of an event of default
thereunder, the right to receive all remittances required to
be made by the Servicer under the Servicing Agreement, the
right to receive all monthly reports and other data required
to be delivered by the Servicer under the Servicing Agreement,
the right to examine the books and records of the Servicer,
indemnification rights and the right to exercise certain
rights of consent and approval of MSMCH. The Servicer shall
make all distributions under the Servicing Agreement to the
Master Servicer by wire transfer of immediately available
funds to:
Wells
Fargo Bank, National Association
ABA
Number:
121-000-248
Account
Name: Corporate Trust Clearing
Account
number: 3970771416
For
further credit to: 53188900, MSM
2007-15AR
The
Servicer shall deliver all reports required to be delivered
under the Agreement to the Master Servicer at the following
address:
Wells
Fargo Bank, National Association
9062
Old Annapolis Road
Columbia,
Maryland 21045
Attention:
Client Manager, MSM 2007-15AR
Telecopier:
(410) 715-2380
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5.
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Amendments to the Servicing Agreement
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The
parties to this Assignment hereby agree to amend the Servicing
Agreement as follows:
(a)
With
respect to the Specified Mortgage Loans, “Permitted
Investments” shall have the meaning of such term as defined
in the Pooling and Servicing Agreement.
(b)
The
definition of “Eligible Account” is hereby inserted
into Section 1.01:
“
Eligible Account : Any of (i) an account or
accounts maintained with a federal or state chartered
depository institution or trust company that is an Eligible
Institution, the short-term unsecured debt obligations of
which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company,
the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any
amounts are held on deposit therein, or (ii) a
trust account or accounts maintained with the corporate trust
department of a federal depository institution or
state-chartered depository institution subject to the
regulations regarding fiduciary funds on deposit similar to
Title 12 of the U.S. Code of Federal Regulations Section
9.10(b) which, in either case, has corporate trust powers and
is acting in its fiduciary capacity, or (iii) any other
account acceptable to each Rating Agency, as
evidenced
by a signed writing delivered by each Rating Agency. Eligible
Accounts may bear interest, and may include, if otherwise
qualified under this definition, accounts maintained with the
Trustee, the Paying Agent, the Securities Administrator or the
Master Servicer.”
(c)
The
definition of “Eligible Institution” is hereby inserted
into Section 1.01:
“
Eligible Institution : An institution having
the highest short-term debt rating, and one of the two highest
long-term debt ratings of the Rating Agencies or the approval
of the Rating Agencies. Upon a downgrade in the
rating of an Eligible Institution at which an Eligible Account
is held below the required ratings set forth in the definition
of Eligible Account, within 30 days of such downgrade, such
account will be transferred to an account meeting the
requirements of the definition of Eligible Account; provided,
however, that this transfer requirement may be waived by the
applicable Rating Agency.”
(d)
The
definition of “Remittance Date” in Section 1.01 is
hereby amended and restated in its entirety as
follows:
“
Remittance Date : The 18th day of each month
(or, if such 18th day is not a Business Day, the following
Business Day) beginning with the first Remittance Date after
the Closing Date.”
(e)
The
definition of “Servicing Fee” in Section 1.01 is hereby
amended and restated in its entirety as follows:
“
Servicing Fee : With respect to each
Mortgage Loan subject to this Agreement, an amount equal to
one-twelfth of the product of (a) the Servicing Fee Rate and
(b) the scheduled principal balance of such Mortgage Loan
payable monthly. Such fee shall be payable
monthly. The obligation of the Purchaser to pay the
Servicing Fee is limited to, and the Servicing Fee is payable
solely from, the interest portion (including recoveries with
respect to interest from Liquidation Proceeds, to the extent
permitted by Section 4.03) of such Monthly Payment collected
by the Servicer, or as otherwise provided under Section
4.03.”
(f)
With
respect to each Specified Mortgage Loan, the definition of
“Servicing Fee Rate” in Section 1.01 is hereby amended
and restated in its entirety as follows:
“
Servicing Fee Rate : With respect to each
Mortgage Loan that is a fixed rate mortgage loan, 25 basis
points (0.25%) per annum. With respect to each Mortgage Loan
that is an adjustable rate mortgage loan, 37.5 basis points
(0.375)% per annum.”
(g)
With
respect to the Specified Mortgage Loans, Section 2.01 is hereby
amended as follows:
(1) to
remove requiring the consent of the Purchaser prior to the
modification, in accordance with Accepted Servicing Practices,
of any mortgage loan that is in default or with respect to
which a default is reasonable foreseeable; and
(2) to
require the Servicer to provide prior written notice to the
Depositor, the Master Servicer and each Rating Agency of any
changes it intends to make to its policies and practices
related to the modifications of Mortgage Loans prior to its
implementation thereof.
(h)
The
first, second and third sentences of the first paragraph of Section
2.04 are amended and restated in their entirety as
follows:
“The
Servicer shall segregate and hold all funds collected and
received pursuant to the Mortgage Loans separate and apart
from any of its own funds and general assets and shall
establish one or more Custodial Accounts, to be maintained
under the sole dominion and control of the Purchaser and
titled “IndyMac Bank, F.S.B. in trust for Morgan Stanley
Mortgage Loan Trust 2007-15AR”. The Custodial
Account shall be an Eligible Account. Any funds
deposited in the Custodial Account shall at all times be fully
insured.”
(i)
The
second sentence of the last paragraph of Section 2.04 is amended
and restated in its entirety as the following two
sentences:
“The
Servicer may at its option invest the amounts on deposit in
the Custodial Account in Permitted Investments. Any
income from Permitted Investments paid on funds deposited in
the Custodial Account by the depository institution shall
accrue to the benefit of the Servicer and the Servicer shall
be entitled to retain and withdraw such interest from the
Custodial Account pursuant to Section
2.05.”
(j)
The
word “and” is deleted from the end of Section 2.05(iii)
of the Servicing Agreement, the word “and” is added at
the end of Section 2.05(iv) of the Servicing Agreement and the
following paragraph is hereby incorporated into each Agreement as
new Section 2.05(v):
“to
reimburse itself for unreimbursed Servicing Advances and
unreimbursed advances made in accordance with Section 3.03, to
the extent that such amounts are nonrecoverable by the
Servicer pursuant to subclause (ii) above, provided that the
Mortgage Loan for which such advances were made is not
required to be repurchased by the Seller pursuant to
Section 9.03 of the Sale Agreement.”
(k)
The
first and second sentences of the first paragraph of Section 2.06
of the Servicing Agreement are amended and restated in their
entirety as follows:
"The
Servicer shall segregate and hold all funds collected and
received pursuant to a Mortgage Loan constituting Escrow
Payments separate and apart from any of its own funds and
general assets and shall establish and maintain one or more
Escrow Accounts, in the form of time deposit or demand
accounts, and titled “IndyMac Bank, F.S.B. in trust for
Morgan Stanley Mortgage Loan Trust 2007-15AR”. The
Escrow Account shall be an Eligible Account."
(l)
The
second and third paragraphs of Section 2.16 of the Servicing
Agreement are hereby amended and restated in their entirety as
follows:
“With
respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Purchaser, or its
designee. The Trustee’s name shall be placed
on the title to such REO Property solely as the Trustee
hereunder and not in its individual capacity. The
Servicer shall ensure that the title to such REO Property
references the Agreement and the Purchaser’s capacity
thereunder. Pursuant to its efforts to sell such
REO Property, the Servicer shall either itself or through an
agent selected by the Servicer protect and conserve such REO
Property in the same manner and to such extent as is customary
in the locality where such REO Property is located and may,
incident to its conservation and protection of the interests
of the Purchaser, or its designee, rent the same, or any part
thereof, as the Servicer deems to be in the best interest of
the Purchaser, or its designee, for the period prior to the
sale of such REO Property. The Servicer shall
prepare for and deliver to the Purchaser, or its designee, a
statement with respect to each REO Property that has been
rented showing the aggregate rental income received and all
expenses incurred in connection with the maintenance of such
REO Property at such times as is necessary to enable the
Purchaser, or its designee, to comply with the reporting
requirements of the REMIC Provisions. The net
monthly rental income, if any, from such REO Property shall be
deposited in the Custodial Account no later than the close of
business on each Determination Date. The Servicer
shall perform the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to
foreclosures and abandonments, the tax reporting required by
Section 6050H of the Code with respect to the receipt of
mortgage interest from individuals and any tax reporting
required by Section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by
preparing such tax and information returns as may be required,
in the form required, and delivering the same to the
Purchaser, or its designee, for filing.
In
the event that the Purchaser, or its designee, acquires any
Mortgaged Property as aforesaid or otherwise in connection
with a default or imminent default on a Mortgage Loan, the
Servicer shall dispose of such Mortgaged Property as soon as
practicable in a manner that maximizes the Liquidation
Proceeds thereof, but in no event later than three years after
its acquisition by the Purchaser, or its
designee. In that event, the Purchaser, or its
designee, shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Purchaser, or its
designee, of such Mortgaged Property subsequent to a
three-year period, if applicable, will not result in the
imposition of taxes on “prohibited transactions”
of any REMIC as defined in section 860F of the Code or cause
any REMIC to fail to qualify as a REMIC at any time, the
Purchaser, or its designee, may continue to hold such
Mortgaged Property (subject to any conditions contained in
such Opinion of Counsel) after the expiration of such
three-year period. Notwithstanding any other
provision of this Agreement, no Mortgaged Property acquired by
the Purchaser, or its designee, shall be rented (or allowed to
continue to be rented) or otherwise used for the production of
income by or on behalf of the Purchaser, or its designee, in
such a manner or pursuant to any terms that would (i) cause
such Mortgaged Property to fail to qualify as
“foreclosure property” within the meaning of
section 860G(a)(8) of the Code or (ii) subject any REMIC to
the imposition of any federal, state or local income taxes on
the income earned from such Mortgaged Property under Section
860G(c) of the Code or otherwise, unless
the Servicer has agreed to indemnify and hold
harmless the Purchaser, or its designee, with respect to the
imposition of any such taxes.”
(m)
The
first sentence of Section 2.18 of the Servicing Agreement is hereby
amended to replace the words “Business Day of each
month” with the words “calendar day of each month (or,
if such 10th day is not a Business Day, the following Business
Day)”
(n)
The
second paragraph of Section 3.01 of the Servicing Agreement is
hereby amended and restated in its entirety as
follows:
“With
respect to any funds deposited in the Custodial Account after
the Business Day on which such deposit was required to be
made, the Servicer 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 two 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 Servicer on the date
such late payment is made and shall cover the period
commencing with such Business Day and ending with the Business
Day on which such payment is made, both
inclusive. The payment by the Servicer of any such
interest shall not be deemed an extension of time for payment
or a waiver of any Event of Default by the
Servicer.”
(o)
The
first paragraph of Section 3.02 of the Servicing Agreement is
hereby amended and restated in its entirety as
follows:
“Each
month, no later than the 10 th
calendar day of each month, the Servicer shall furnish to the
Master Servicer a remittance report, in the form of Exhibit II
hereto (the “ Remittance Report ”), and
such other mortgage loan level data or information as mutually
agreed upon by the Servicer and the Master Servicer, in
electronic format acceptable to the Master Servicer, in each
case with respect to funds being remitted to the Master
Servicer on the related Remittance Date. The
preceding sentence notwithstanding, the Purchaser and the
Servicer acknowledge and agree that the purpose of reporting
the information set forth in Exhibit IIC-1 (the
“Loan Modification Information”) is to facilitate
compliance by the Purchaser with certain Rating Agency
requirements, and the Purchaser and the Servicer both
acknowledge that those requirements, and therefore what
constitutes Loan Modification Information, may change over
time. The Purchaser shall not exercise its right to
request delivery of information under these provisions other
than in good faith, or for purposes other than compliance with
Rating Agency requirements. The Servicer agrees to
use its best efforts to deliver to the Purchaser and its
designees (including the Master Servicer) all required Loan
Modification Information on a timely basis to permit the
Purchaser to comply with any related Rating Agency
requirements. To the extent that, as of any date
that the Servicer would be required to deliver it, the
Servicer is unable to provide any portion of the Loan
Modification Information, the Servicer hereby agrees that it
will state which portion and the reasons for its inability to
provide it.”
(p)
Section
3.03 of the Servicing Agreement is hereby amended and restated in
its entirety as follows:
“
Advances by Servicer . On the Business Day
immediately preceding each Remittance Date, the Servicer shall
(a) deposit in the Custodial Account from its own
funds
an amount equal to all Monthly Payments which were due on the
Mortgage Loans during the applicable Due Period and which were
delinquent at the close of business on the immediately
preceding Determination Date or which were deferred pursuant
to Section 2.01, (b) cause to be made an appropriate
entry in the records of the Custodial Account that amounts
held for future distribution have been, as permitted by this
Section 3.03, used by the Servicer in discharge of any
such advance or (c) make advances in the form of any
combination of (a) or (b) aggregating the total amount of
advances to be made. The Servicer’s obligation to make
such advances as to any Mortgage Loan will continue through
the earlier to occur of (a) the last Monthly Payment due prior
to the payment in full of the Mortgage Loan or (b) the last
Remittance Date prior to the Remittance Date for the
distribution of all Liquidation Proceeds and other payments or
recoveries (including Insurance Proceeds, and Condemnation
Proceeds) with respect to the Mortgage Loan; provided,
however, that such obligation shall cease if the Servicer, in
its good faith judgment, determines that an advance would not
be recoverable pursuant to Section 2.05(ii). The
determination by the Servicer that an advance, if made, would
be nonrecoverable, shall be evidenced by an Officer’s
Certificate of the Servicer, delivered to the Purchaser, which
details the reasons for such determination. To the
extent permitted under Section 2.05 hereof, the Servicer shall
be entitled to first priority reimbursement for principal and
interest advances and for Servicing Advances from recoveries
from the related Mortgagor or from all Liquidation Proceeds
and other payments or recoveries (including Insurance Proceeds
and Condemnation Proceeds) with respect to the related
Mortgage Loan.”
(q)
Sections
4.04 and 4.05 of the Servicing Agreement are hereby
deleted.
(r)
the
following paragraph is hereby incorporated into the Servicing
Agreement as new Section 11.01(h):
“(h) failure
by the Servicer to duly perform, within the required time
period, its obligations under Sections 13.04 and 13.05 which
failure continues unremedied for a period of fourteen (14)
days;”
(s)
The
following paragraph is hereby incorporated into the Servicing
Agreement as new Section 12.16:
“
Third Party Beneficiary . For purposes of
this Agreement, including but not limited to Sections 13.04
and 13.05, 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. In addition,
a copy of all assessments, attestations, reports and
certifications required to be delivered by the Servicer under
this Agreement and the Servicing Agreement shall be delivered
to the Master Servicer by the date(s) specified herein or
therein, and where such documents are required to be addressed
to any party, such addressees shall include the Master
Servicer and the Master Servicer shall be entitled to rely on
such documents.”
(t)
Section
13.03(d) of the Servicing Agreement is hereby amended and restated
in its entirety as follows:
“(d) For
the purpose of satisfying the reporting obligation under the
Exchange Act with respect to any class of asset-backed
securities, each Seller and the Servicer shall (or shall cause
each Subservicer and Third-Party Originator to) (i) provide
prompt notice to the Purchaser, any Master Servicer and any
Depositor in writing of (A) any material litigation or
governmental proceedings involving the Servicer, any
Subservicer or any Third-Party Originator, (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 Reconstitution Agreement, (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 Reconstitution Agreement and (ii)
provide to the Purchaser and any Depositor a description of
such proceedings, affiliations or
relationships.”
(u)
Section
13.03(f) of the Servicing 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, penaltie
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