|
Exhibit
99.17a
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “
Assignment ”), dated as of November 1, 2007 among
Morgan Stanley Mortgage Capital Holdings LLC, successor by
merger to Morgan Stanley Mortgage Capital Inc. (“
MSMCH ” or the “ Purchaser ”),
Saxon Mortgage Services, Inc., a Texas corporation
(“ Servicer ”), and 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 ”)
and Morgan Stanley Capital I Inc. (the “
Depositor ”).
WHEREAS,
the Purchaser is the owner of various mortgage loans,
including the mortgage loans identified on Schedule 1 hereto
(the “ Specified Mortgage Loans
”);
WHEREAS,
the Servicer and the Purchaser are parties to a Servicing
Agreement, dated as of July 1, 2007 (the “ Servicing
Agreement ”), pursuant to which the Servicer has
agreed to service the Specified Mortgage Loans on behalf of
the Purchaser as “ Owner ” (as such term is
defined in the Servicing Agreement);
WHEREAS,
in connection with the servicing of the Mortgage Loans
hereunder, the Seller agrees that, from and after the date
hereof, each Mortgage Loan serviced hereunder will be subject
to the Servicing Agreement;
NOW,
THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged), the parties
agree as follows:
|
|
1.
|
Assignment and Assumption
|
The
Purchaser, as Owner, is the owner of all of the rights, title
and interest of the rights (the “ Servicing
Rights ”), in, to and under the Servicing Agreement
as it relates to the servicing of the Specified Mortgage
Loans. Pursuant to this Assignment, the Purchaser
hereby grants, transfers and assigns (i) its rights and
obligations, as “Owner” under the Servicing
Agreement with respect to the Specified Mortgage Loans other
than the Servicing Rights which the Owner explicitly retains
and (ii) any rights granted to the Purchaser as Owner under
the Servicing Agreement to the Depositor (the “ First
Assignment and Assumption ”), and the Depositor
hereby acknowledges the First Assignment and Assumption.
Immediately after giving effect to the First Assignment and
Assumption, the Depositor hereby grants, transfers and assigns
its rights and obligations in and under the First Assignment
and Assumption to the Trustee, on behalf of the Trust, and the
Trustee, on behalf of the Trust, hereby accepts such
assignment from the Depositor (the “ Second
Assignment and Assumption ”).
The
Servicer hereby acknowledges each of the First Assignment and
Assumption and the Second Assignment and
Assumption.
For
the purposes of this Assignment and the Servicing Agreement,
Schedule 1 hereto shall constitute a “ Mortgage Loan
Schedule ” as such term is defined in the Servicing
Agreement, and the assignment set forth herein shall
constitute a “Reconstitution” (as such term is
defined in the Servicing Agreement).
2. Recognition
of Trustee
The
parties confirm that this Assignment includes the rights
relating to amendments or waivers under the Servicing
Agreement. Accordingly, the right of MSMCH, as
Owner, to consent to any amendment of the Servicing Agreement
and its rights concerning waivers as set forth in Section
13.02 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 Servicing
Agreement with respect thereto (other than the servicing of
the Specified Mortgage Loans, which shall be enforced by the
Master Servicer) by the Trustee on behalf of the Trust as the
successor to the Purchaser in its capacity as Owner under the
Servicing Agreement.
It
is expressly understood and agreed by the parties hereto that
(i) this Assignment is executed and delivered by LaSalle Bank
National Association, not individually or personally but
solely on behalf of the Trust, as assignee, in the exercise of
the powers and authority conferred and vested in it, as
Trustee, pursuant to the Pooling and Servicing Agreement dated
as of November 1, 2007 among the Depositor, Wells Fargo Bank,
National Association, as securities administrator and master
servicer, and the Trustee (the “ Pooling and
Servicing Agreement ”), (ii) each of the
representations, undertakings and agreements herein made on
the part of the Trust as assignee is made and intended not as
personal representations, undertakings and agreements by
LaSalle Bank National Association but is made and intended for
the purpose of binding only the Trust, (iii) nothing herein
contained shall be construed as creating any liability for
LaSalle Bank National Association, individually or personally,
to perform any covenant (either express or implied) contained
herein and (iv) under no circumstances shall LaSalle Bank
National Association be personally liable for the payment of
any indebtedness or expenses of the Trust, or be liable for
the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under
this Assignment and (v) all recourse for any payment liability
or other obligation of the Trust as assignee shall be had
solely to the assets of the Trust.
|
|
3.
|
Representations and Warranties
|
(a)
The
Depositor represents and warrants that it is a sophisticated
investor able to evaluate the risks and merits of the transactions
contemplated hereby, and that it has not relied in connection
therewith upon any statements or representations of the Servicer or
MSMCH other than those contained in the Servicing Agreement or this
Assignment.
(b)
Each
of the parties hereto represents and warrants that it is duly and
legally authorized to enter into this Assignment.
(c)
Each
of the Depositor, the Purchaser and the Servicer represents and
warrants that this Assignment has been duly authorized, executed
and delivered by it and (assuming due authorization, execution and
delivery thereof by each of the other parties hereto) constitutes
its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors’ rights generally
and by general equitable principles (regardless of whether such
enforcement is considered in a proceeding in equity or at
law).
(d)
The
Servicer hereby warrants and represents to, and covenants with, the
Purchaser and the Trustee that each of the representations and
warranties set forth in Article X of the Servicing Agreement are
true and correct with respect to the Servicer as of the Closing
Date.
(e)
The
Servicer hereby agrees that, for so long as the Trust is reporting
under the Exchange Act, its obligations under Section 4.04, Section
4.05, Section 14.04 and 14.05 of the Servicing Agreement, as
modified by this Assignment, shall survive the termination and
removal of the Servicer as servicer of the Specified Mortgage Loans
in the Trust and continue to apply for each calendar year during
which the Servicer services the Specified Mortgage
Loans.
4. The
Servicer hereby acknowledges that Wells Fargo Bank, National
Association has been appointed as the Master Servicer of the
Specified Mortgage Loans pursuant to the Pooling and Servicing
Agreement and, therefore, has the right to enforce all
obligations of the Servicer under the Servicing Agreement.
Such rights will include, without limitation, the right to
terminate the Servicer under the Servicing Agreement as
provided thereunder, the right to receive all remittances
required to be made by the Servicer under the Servicing
Agreement, the right to receive all monthly reports and other
data required to be delivered by the Servicer under the
Servicing Agreement, the right to examine the books and
records of the Servicer and the right to exercise certain
rights of consent and approval granted to the Purchaser under
the Servicing Agreement.
In
accordance with the Second Assignment and Assumption, the
Trustee, as Owner, hereby directs the Servicer to make all
distributions under the Servicing Agreement to the Master
Servicer by wire transfer of immediately available funds
to:
Wells
Fargo Bank, National Association
ABA
Number:
121-000-248
Account
Name: Corporate Trust Clearing
Account
number: 3970771416
For
further credit to: 53188900, MSM 2007-15AR
In
accordance with the Second Assignment and Assumption, the
Trustee, as Owner, hereby directs the Servicer to deliver all
reports required to be delivered under the Servicing Agreement
to the Master Servicer at the following address:
Wells
Fargo Bank, National Association
9062
Old Annapolis Road
Columbia,
Maryland 21045
Attention:
Client Manager, MSM 2007-15AR
Office
Number: (410) 884-2000
Telecopier:
(410) 715-2380
|
|
5.
|
Amendments to Servicing Agreement .
|
(a)
The
following definitions in Section 1.01 are inserted or revised as
follows with respect to the Specified Mortgage Loans:
a. “
Business Day ” Any day other than (i) a Saturday
or a Sunday or (ii) a day on which banking institutions in New
York, New York or, if other than New York, the city in which
the Corporate Trust Office of the Trustee is located, or the
States of Maryland, Minnesota or Texas, are authorized or
obligated by law or executive order to be closed.
b. “
Determination Date ” the 15
th day
(or if such day is not a Business Day, the immediately
preceding Business Day) of the calendar month in which the
related Remittance Date occurs.
c. “
Eligible Account ” Any of (i) an account or
accounts maintained with a federal or state chartered
depository institution or trust company that is a Qualified
Depository, 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.
d. “
Eligible Investments ” At any time, any one or
more of the following obligations and securities:
(i) obligations
of the United States or any agency thereof, provided that such
obligations are backed by the full faith and credit of the
United States;
(ii) general
obligations of or obligations guaranteed by any state of the
United States or the District of Columbia receiving the
highest long-term debt rating of each Rating Agency, or such
lower rating as shall not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by
the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;
(iii) commercial
or finance company paper which is then receiving the highest
commercial or finance company paper rating of each Rating
Agency rating such paper, or such lower rating as shall not
result in the downgrading or withdrawal of the ratings then
assigned to the Certificates by the Rating Agencies, as
evidenced by a signed writing delivered by each Rating
Agency;
(iv) certificates
of deposit, demand or time deposits, or bankers’
acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of
any state thereof and subject to supervision and examination
by federal and/or state banking authorities, provided that the
commercial paper and/or long-term unsecured debt obligations
of such depository institution or trust company (or in the
case of the principal depository institution in a holding
company system, the commercial paper or long-term unsecured
debt obligations of such holding company, but only if
Moody’s is not the applicable Rating Agency) are then
rated one of the two highest long-term and the highest
short-term ratings of each Rating Agency for such securities,
or following a downgrade, withdrawal, or suspension of such
institution’s rating, each account should promptly (and
in any case within not more than 10 calendar days) be moved to
a qualifying institution or to one or more segregated trust
accounts in the trust department of such institution, if
permitted unless such lower ratings as shall not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed
writing delivered by each Rating Agency;
(v) guaranteed
reinvestment agreements issued by any bank, insurance company
or other corporation acceptable to the Rating Agencies at the
time of the issuance of such agreements, as evidenced by a
signed writing delivered by each Rating Agency;
(vi) repurchase
obligations with respect to any security described in clauses
(i) and (ii) above, in either case entered into with a
depository institution or trust company (acting as principal)
described in clause (iv) above;
(vii) securities
(other than stripped bonds, stripped coupons or instruments
sold at a purchase price in excess of 115% of the face amount
thereof) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States
or any state thereof which, at the time of such investment,
have one of the two highest ratings of each Rating Agency
(except if the Rating Agency is Moody’s, such rating
shall be the highest commercial paper rating of Moody’s
for any such series), or such lower rating as shall not result
in the downgrading or withdrawal of the ratings then assigned
to the Certificates by the Rating Agencies, as evidenced by a
signed writing delivered by each Rating Agency;
(viii) interests
in any money market fund which at the date of acquisition of
the interests in such fund and throughout the time such
interests are held in such fund has the highest applicable
rating by each Rating Agency rating such fund or such lower
rating as shall not result in a change in the rating then
assigned to the Certificates by each Rating Agency, as
evidenced by a signed writing delivered by each Rating Agency,
including funds for which the Trustee, the Master Servicer,
the Securities Administrator or any of its Affiliates is
investment manager or adviser;
(ix) short-term
investment funds sponsored by any trust company or national
banking association incorporated under the laws of the United
States or any state thereof which on the date of acquisition
has been rated by each applicable Rating Agency in their
respective highest applicable rating category or following a
downgrade, withdrawal, or suspension of such
institution’s rating, each account should promptly (and
in any case within not more than 10 calendar days) be moved to
a qualifying institution or to one or more segregated trust
accounts in the trust department of such institution, if
permitted unless such lower rating as shall not result in a
change in the rating then specified stated maturity and
bearing interest or sold at a discount acceptable to each
Rating Agency as shall not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by
the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency; and
(x) such
other investments having a specified stated maturity and
bearing interest or sold at a discount acceptable to the
Rating Agencies as shall not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by
the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;
provided,
that no such instrument shall be a Permitted Investment if (i)
such instrument evidences the right to receive interest only
payments with respect to the obligations underlying such
instrument or (ii) such instrument would require the Depositor
to register as an investment company under the Investment
Company Act of 1940, as amended.
e. “
Indemnified Party ”: each Party
described in the first sentence of Section 14.07(a) of the
Servicing Agreement.
f. “
Qualified Depository ” 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 a Qualified Depository 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.
g. “
Remittance Date ” no later than 1:00
p.m., New York time, on the 18th day of each calendar month,
or if such 18th day is not a Business Day, the first Business
Day immediately following such 18th day.
h. “
Remittance Report Date ” The 18th day
of each calendar month, or if such 18th day is not a Business
Day, the first Business Day immediately following such 18th
day.
i. “
Servicing Fee Rate ” with respect to each
Mortgage Loan that is a fixed rate mortgage loan, 0.25% per
annum. With respect to each Adjustable Rate
Mortgage Loan, 0.375% per annum.
(b)
Solely
with respect to the Specified Mortgage Loans, the following is
hereby inserted as the sixth paragraph of Section
2.01:
“The
Servicer shall not take any action if that action would cause
a Mortgage Loan not to constitute a “qualfied
mortgage” within the meaning of Section 860(G)(a)(3) of
the Code.” 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).”
(c)
Section
2.01 of the Servicing Agreement is hereby further amended 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.
(d)
Solely
with respect to the Specified Mortgage Loans, the first paragraph
of Section 2.04 is amended and restated in its 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, in the form of time
deposit or demand accounts, titled “Saxon Mortgage
Services, Inc., in trust for Morgan Stanley Mortgage Loan
Trust 2007-15AR”. The Custodial Account shall
be established with a Qualified Depository. Any
funds deposited in the Custodial Account shall at all times be
fully insured to the full extent permitted under applicable
law and any amounts therein may be invested in Eligible
Investments. The creation of any Custodial Account
shall be evidenced by a certification in the form of Exhibit 2
hereto, in the case of
an account established with the Servicer, or by a letter
agreement in the form of Exhibit 3
hereto,
in the case of an account held by a depository other than the
Servicer. A copy of such certification or letter
agreement shall be furnished to the Owner and, upon request,
to any subsequent Owner.
(e)
Solely
with respect to the Specified Mortgage Loans, the first paragraph
of Section 2.09 of the Servicing Agreement is hereby
deleted.
(f)
Solely
with respect to the Specified Mortgage Loans, the first paragraph
of Section 2.15 of the Servicing Agreement is hereby amended and
restated in its 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 (or its
designee'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
Certificate 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.”
(g)
The
reports required under Section 2.17, Section 2.18 and Section 3.02
of the Servicing Agreement will be provided to the Owner and to the
Master Servicer in the forms attached to this
Assignment.
(h)
Solely
with respect to the Specified Mortgage Loans, the first paragraph
of Section 3.01 of the Servicing Agreement is hereby amended and
restated in its entirety as follows:
“On
each Remittance Date the Servicer shall remit by wire transfer
of immediately available funds to the Master Servicer, on
behalf of the Trustee, (a) all amounts deposited in the
Custodial Account for the related Due Period (net of charges
against or withdrawals from the Custodial Account pursuant to
Section 2.05), and excluding (i) all amounts attributable to
Buydown Funds relating to a future Due Period being held in
the Custodial Account and (ii) Monthly Payments relating to a
future Due Period being held in the Custodial Account, plus
(b) all amounts if any, which the Servicer is obligated to
remit pursuant to Section 3.04, plus (c) any amounts
attributable to Principal Prepayments received during the
Principal Prepayment Period related to that Remittance Date,
minus (d) any amounts attributable to Principal Prepayments
received after the applicable Principal Prepayment Period
which amounts shall be remitted on the following Remittance
Date, together with any additional interest required to be
deposited in the Custodial Account in connection with such
Principal Prepayment in accordance with Section 2.04(viii),
and minus (e) any amounts attributable to Monthly Payments
collected but due on a Due Date or Dates subsequent to the
first day of the month of the Remittance Date, which amounts
shall be remitted on the applicable Remittance
Date.”
(i)
Solely
with respect to the Specified Mortgage Loans, the first paragraph
of Section 3.02 of the Servicing Agreement is hereby amended and
restated in its entirety as follows:
“Not
later than Remittance Report Date of each month, the Servicer
shall furnish to the Securities Administrator and the Master
Servicer, on behalf of the Trustee, a Monthly Remittance
Advice, with a trial balance report attached thereto, in the
form of Exhibit 1 annexed hereto in electronic medium
mutually acceptable to the parties as to the accompanying
remittance and the Prepayment Period ending in the calendar
month related to that Remittance Date, together with a
supplemental column reflecting information regarding the
Mortgage Loans as of the end of the prior calendar
month.”
(j)
Solely
with respect to the Specified Mortgage Loans, subsections (a) and
(c) of Section 6.01 of the Servicing Agreement are hereby
deleted.
(k)
Section
8.01 of the Servicing Agreement is hereby amended to add the Master
Servicer as an “Indemnified Party” in accordance with
such Section.
(l)
Solely
with respect to the Specified Mortgage Loans, Article IX of the
Servicing Agreement is hereby deleted.
(m)
Solely
with respect to the Specified Mortgage Loans, Section 11.01(b) of
the Servicing Agreement is hereby amended and restated in its
entirety as follows:
(b) the
failure by the Servicer duly to observe or perform in any
material respect any other of the covenants or agreements on
the part of the Servicer set forth in this Agreement which
continues unremedied for a period of thirty (30) days other
than with respect to any reporting requirements hereunder, for
which such period shall be (i) five (5) days for reporting
required under Section 13.14, and (ii) there shall be no grace
period for reporting required under Section 4.04, Section
4.05, the last paragraph of Section 13.14, Section 14.04 and
Section 14.05 after the date on which notice of such failure,
requiring the same to be remedied, shall have been given to
the Servicer by the Owner (the date of delivery of such
notice, the “Notice Date”) or the date on which
the Servicer becomes aware of such failure, whichever is
earlier; provided, however, that in the case of a failure that
cannot be cured within thirty (30) days after the Notice Date,
the cure period may be extended if the Servicer can
demonstrate to the reasonable satisfaction of the Owner that
the failure can be cured and the Servicer is diligently
pursuing remedial action; or
(n)
Solely
with respect to the Specified Mortgage Loans, the following is
added at the end of the first sentence of the third paragraph of
Section 13.05:
“(d)
or as necessary to provide the reports required by Section
4.05 of the Pooling and Servicing
Agreement.”
(o)
The
following paragraph is hereby incorporated into the Servicing
Agreement as new Section 13.18:
“Third
Party Beneficiary. For purposes of this Agreement,
any master servicer appointed in connection with a
Reconstitution by the Owner shall be considered a third party
beneficiary to this Agreement (including but not limited to
Sections 14.01, 14.03 and 14.04 hereof) with respect to the
Specified Mortgage Loans entitled to all the rights and
benefits accruing to any master servicer herein with respect
to the Specified Mortgage Loans as if it were a direct party
to this Agreement.”
(p)
The
last paragraph of Section 14.01 of the Servicing Agreement is
hereby amended and restated in its entirety as
follows:
“The
Servicer shall be under no obligation to provide any
information (other than the information required under Section
14.04 and Section 14.05 for the preparation of any Form 10-K,
any information regarding the Servicer that would be required
to be filed on Form 8-K, all of which the Servicer are
exempted from the provisions of this paragraph) that any of
the Master Servicer, the Securities Administrator, on behalf
of the Trustee, or Depositor deem required under Regulation AB
if (i) the Servicer does not believe that such information is
required under Regulation AB and
(ii)
the Servicer is not providing such information for
securitizations on its own Shelf Registration on Form S-3 (or
any Shelf Registration on Form S-3 of any of its Affiliates
relating to the same asset type) unless either the Sponsor or
Depositor pays all reasonable incremental costs incurred by
the Servicer in connection with the preparation and delivery
of such information. The Servicer shall deliver any
such information within 15 days of such written request, if
such information is quantitative information set forth on, or
which may be derived from, information in the Servicer’s
databases, or otherwise within a commercially reasonable time
taking into account the time required to implement the
necessary systems and procedures to produce such information,
but in no event later than two (2) Business Days before such
information would be required to be filed with the
Commission.”
(q)
| 
