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WELLS FARGO BANK, N.A.,
as RMBS Master Servicer and
Securities Administrator,
AMERICAN HOME MORTGAGE INVESTMENT TRUST
2005-4A,
as Issuer
and
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
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RMBS MASTER SERVICING
AGREEMENT
Dated as of October 7,
2005
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Mortgage Loans
American Home Mortgage Investment
Trust 2005-4A
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TABLE OF CONTENTS
ARTICLE I
Definitions
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Section 1.01
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Definitions.
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Section 1.02
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Other Definitional Provisions.
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Section 1.03
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Interest Calculations.
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ARTICLE II
Representations and
Warranties
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Section 2.01
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Representations and Warranties Regarding the
RMBS Master Servicer.
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Section 2.02
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Existence.
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ARTICLE III
Administration and Servicing of
Mortgage Loans
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Section 3.01
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RMBS Master Servicer to Assure
Servicing.
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Section 3.02
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Monitoring of RMBS Servicer.
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Section 3.03
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Fidelity Bond.
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Section 3.04
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Liability of the RMBS Master
Servicer.
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Section 3.05
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Assumption or Termination of RMBS Servicing
Agreement by Indenture Trustee.
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Section 3.06
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Collection of Mortgage Loan Payments.
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Section 3.07
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Withdrawals from the Securities Administrator
Collection Account.
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Section 3.08
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Reserved.
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Section 3.09
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Access to Certain Documentation and Information
Regarding the Mortgage Loans.
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Section 3.10
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Reserved.
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Section 3.11
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Reserved.
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Section 3.12
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Reserved.
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Section 3.13
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Reserved.
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Section 3.14
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Reserved.
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Section 3.15
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Master Servicing Compensation.
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Section 3.16
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Annual Officer’s Certificate as to
Compliance.
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Section 3.17
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Annual Independent Public Accountant’s
Servicing Report.
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ARTICLE IV
ADVANCES; COMPENSATING INTEREST;
REPORTING
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Section 4.01
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Reserved.
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Section 4.02
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Reserved.
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Section 4.03
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Reserved.
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Section 4.04
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Advances.
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Section 4.05
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Compensating Interest Payments.
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ARTICLE V
The RMBS Master Servicer
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Section 5.01
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Liability of the RMBS Master
Servicer.
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Section 5.02
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Merger or Consolidation of or Assumption of the
Obligations of the RMBS Master Servicer.
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Section 5.03
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Limitation on Liability of the RMBS Master
Servicer and Others.
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Section 5.04
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RMBS Master Servicer Not to Resign.
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Section 5.05
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Delegation of Duties.
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Section 5.06
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Indemnification.
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Section 5.07
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Patriot Act.
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ARTICLE VI
Default
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Section 6.01
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Servicing Default.
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Section 6.02
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Indenture Trustee to Act; Appointment of
Successor.
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Section 6.03
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Notification to Noteholders.
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Section 6.04
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Waiver of Defaults.
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ARTICLE VII
Miscellaneous Provisions
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Section 7.01
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Amendment.
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Section 7.02
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GOVERNING LAW.
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Section 7.03
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Notices.
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Section 7.04
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Severability of Provisions.
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Section 7.05
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Third-Party Beneficiaries.
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Section 7.06
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Counterparts.
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Section 7.07
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Effect of Headings and Table of
Contents.
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Section 7.08
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Termination.
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Section 7.09
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No Petition.
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Section 7.10
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No Recourse.
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Section 7.11
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Consent to Jurisdiction.
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Section 7.12
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Certain Terms Concerning Indenture
Trustee.
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EXHIBIT A - RMBS MORTGAGE LOAN
SCHEDULE
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EXHIBIT B - FORM OF REQUEST FOR
RELEASE
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EXHIBIT C-1 - RESERVED
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EXHIBIT C-2 - FORM OF FORM
CERTIFICATION TO BE PROVIDED BY THE SECURITIES ADMINISTRATOR WITH
FORM 10-K
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This RMBS Master Servicing
Agreement, dated as of October 7, 2005, among Wells Fargo Bank,
N.A., as RMBS Master Servicer (the “RMBS Master
Servicer”) and as securities administrator (in such capacity,
the “Securities Administrator”), American Home Mortgage
Investment Trust 2005-4A, as Issuer (the (Issuer”) and U.S.
Bank National Association, as Indenture Trustee (the (Indenture
Trustee”).
W I T N E S S E T H T
H A T :
WHEREAS, pursuant to the terms of
the Mortgage Loan Purchase Agreement, Bear Stearns Asset Backed
Securities I LLC (the “Company” or the
“Depositor”) will acquire the Mortgage
Loans;
WHEREAS, the Company will create
American Home Mortgage Investment Trust 2005-4A, a Delaware
statutory trust, and will transfer the Mortgage Loans and all of
its rights under the Mortgage Loan Purchase Agreement to the
Issuer;
WHEREAS, pursuant to the terms of an
Amended and Restated Trust Agreement dated as of October 7, 2005
(the “Trust Agreement”) among the Company, as
depositor, Wilmington Trust Company, as owner trustee (the
“Owner Trustee”) and the Indenture Trustee, the Company
will convey the Mortgage Loans to the Issuer in exchange for the
Certificates (as defined below);
WHEREAS, pursuant to the terms of
the Trust Agreement, the Issuer will issue and transfer to or at
the direction of the Depositor, the Trust Certificates, 2005-4A
(the “Certificates”);
WHEREAS, pursuant to the terms of an
Indenture dated as of October 7, 2005 (the “Indenture”)
among the Issuer, the Securities Administrator and U.S. Bank
National Association as Indenture Trustee, the Issuer will pledge
the Mortgage Loans and issue and transfer to or at the direction of
the Company the Mortgage-Backed Notes, Series 2005-4A, Class I-A-1,
Class I-A-2, Class I-A-3, Class II-A, Class I-M-1, Class I-M-2,
Class I-M-3, Class I-M-4, Class I-M-5 and Class I-M-6 Notes
(collectively, the “Notes”); and
WHEREAS, pursuant to the terms of
this RMBS Master Servicing Agreement, the RMBS Master Servicer will
master service the Mortgage Loans set forth on the RMBS Mortgage
Loan Schedule attached hereto as Exhibit A for the benefit of the
holders of the Notes;
NOW, THEREFORE, in consideration of
the mutual covenants herein contained, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
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Section 1.01
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Definitions.
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For all purposes of this RMBS Master
Servicing Agreement, except as otherwise expressly provided herein
or unless the context otherwise requires, capitalized terms not
otherwise defined herein shall have the meanings assigned to such
terms in the Definitions contained in Appendix A to the Indenture
which is incorporated by reference herein. All other capitalized
terms used herein shall have the meanings specified
herein.
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Section 1.02
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Other Definitional
Provisions.
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(a)
All terms defined in this RMBS
Master Servicing Agreement shall have the defined meanings when
used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.
(b)
As used in this RMBS Master
Servicing Agreement and in any certificate or other document made
or delivered pursuant hereto or thereto, accounting terms not
defined in this RMBS Master Servicing Agreement or in any such
certificate or other document, and accounting terms partly defined
in this RMBS Master Servicing Agreement or in any such certificate
or other document, to the extent not defined, shall have the
respective meanings given to them under generally accepted
accounting principles. To the extent that the definitions of
accounting terms in this RMBS Master Servicing Agreement or in any
such certificate or other document are inconsistent with the
meanings of such terms under generally accepted accounting
principles, the definitions contained in this RMBS Master Servicing
Agreement or in any such certificate or other document shall
control.
(c)
The words (hereof,”
(herein,” (hereunder” and words of similar import when
used in this RMBS Master Servicing Agreement shall refer to this
RMBS Master Servicing Agreement as a whole and not to any
particular provision of this RMBS Master Servicing Agreement;
Section and Exhibit references contained in this RMBS Master
Servicing Agreement are references to Sections and Exhibits in or
to this RMBS Master Servicing Agreement unless otherwise specified;
and the term (including” shall mean (including without
limitation”.
(d)
The definitions contained in this
RMBS Master Servicing Agreement are applicable to the singular as
well as the plural forms of such terms and to the masculine as well
as the feminine and neuter genders of such terms.
(e)
Any agreement, instrument or statute
defined or referred to herein or in any instrument or certificate
delivered in connection herewith means such agreement, instrument
or statute as from time to time amended, modified or supplemented
and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein;
references to a Person are also to its permitted successors and
assigns.
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Section 1.03
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Interest
Calculations.
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All calculations of interest
hereunder that are made in respect of the Stated Principal Balance
of a Mortgage Loan shall be made on the basis of a 360-day year
consisting of twelve 30-day months, notwithstanding the terms of
the related Mortgage Note and Mortgage.
ARTICLE II
REPRESENTATIONS AND
WARRANTIES
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Section 2.01
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Representations and Warranties
Regarding the RMBS Master Servicer.
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The RMBS Master Servicer represents
and warrants to the Issuer and for the benefit of the Indenture
Trustee, as pledgee of the Mortgage Loans and the Noteholders, as
of the Cut-off Date and the Closing Date, that:
(i)
The RMBS Master Servicer is a
national banking association duly organized, validly existing and
in good standing under the laws of the Untied States of America and
has the corporate power to own its assets and to transact the
business in which it is currently engaged. The RMBS Master Servicer
is duly qualified to do business as a foreign corporation and is in
good standing in each jurisdiction in which the character of the
business transacted by it or properties owned or leased by it
requires such qualification and in which the failure to so qualify
would have a material adverse effect on the business, properties,
assets, or condition (financial or other) of the RMBS Master
Servicer or the validity or enforceability of this RMBS Master
Servicing Agreement;
(ii)
The RMBS Master Servicer has the
power and authority to make, execute, deliver and perform this RMBS
Master Servicing Agreement and all of the transactions contemplated
under this RMBS Master Servicing Agreement, and has taken all
necessary corporate action to authorize the execution, delivery and
performance of this RMBS Master Servicing Agreement. When executed
and delivered, this RMBS Master Servicing Agreement will constitute
the legal, valid and binding obligation of the RMBS Master Servicer
enforceable in accordance with its terms, except as enforcement of
such terms may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally and
by the availability of equitable remedies;
(iii)
The RMBS Master Servicer is not required to
obtain the consent of any other Person or any consent, license,
approval or authorization from, or registration or declaration
with, any governmental authority, bureau or agency in connection
with the execution, delivery, performance, validity or
enforceability of this RMBS Master Servicing Agreement, except for
such consent, license, approval or authorization, or registration
or declaration, as shall have been obtained or filed, as the case
may be;
(iv)
The execution and delivery of this RMBS Master
Servicing Agreement and the performance of the transactions
contemplated hereby by the RMBS Master Servicer will not violate
any provision of any existing law or regulation or any order or
decree of any court applicable to the RMBS Master Servicer or any
provision of the certificate of incorporation or bylaws of the RMBS
Master Servicer, or constitute a material breach of any mortgage,
indenture, contract or other agreement to which the RMBS Master
Servicer is a party or by which the RMBS Master Servicer may be
bound; and
(v)
No litigation or administrative
proceeding of or before any court, tribunal or governmental body is
currently pending (other than litigation with respect to which
pleadings or documents have been filed with a court, but not served
on the RMBS Master Servicer), or to the knowledge of the RMBS
Master Servicer threatened, against the RMBS Master Servicer or any
of its properties or with respect to this RMBS Master Servicing
Agreement or the Notes or the Certificates which, to the knowledge
of the RMBS Master Servicer, has a reasonable likelihood of
resulting in a material adverse effect on the transactions
contemplated by this RMBS Master Servicing Agreement.
The foregoing representations and
warranties shall survive any termination of the RMBS Master
Servicer hereunder.
The Issuer will keep in full effect
its existence, rights and franchises as a statutory trust under the
laws of the State of Delaware (unless it becomes, or any successor
Issuer hereunder is or becomes, organized under the laws of any
other state or of the United States of America, in which case the
Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will
obtain and preserve its qualification to do business in each
jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of this RMBS Master
Servicing Agreement.
ARTICLE III
ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS
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Section 3.01
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RMBS Master Servicer to Assure
Servicing.
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The RMBS Master Servicer shall
supervise, monitor and oversee the obligations of the RMBS Servicer
to service and administer the Mortgage Loans in accordance with the
terms of the RMBS Servicing Agreement and shall have full power and
authority to do any and all things which it may deem necessary or
desirable in connection with such master servicing and
administration. In performing its obligations hereunder, the RMBS
Master Servicer shall act in a manner consistent with Accepted
Master Servicing Practices. Furthermore, the RMBS Master Servicer
shall oversee and consult with the RMBS Servicer as necessary from
time-to-time to carry out the RMBS Master Servicer’s
obligations hereunder, shall receive, review and evaluate all
reports, information and other data provided to the RMBS Master
Servicer by the RMBS Servicer and shall cause the RMBS Servicer to
perform and observe the covenants, obligations and conditions to be
performed or observed by such RMBS Servicer under the RMBS
Servicing Agreement. The RMBS Master Servicer shall independently
and separately monitor the RMBS Servicer’s servicing
activities with respect to the Mortgage Loans, reconcile the
results of such monitoring with such information provided in the
previous sentence on a monthly basis and coordinate corrective
adjustments to the RMBS Servicer’s and RMBS Master
Servicer’s records, and based on such reconciled and
corrected information, the RMBS Master Servicer shall provide such
information to the Securities Administrator as shall be necessary
in order for it to prepare the statements specified in Section 7.05
of the Indenture, and prepare any other information and statements
required to be forwarded by the RMBS Master Servicer hereunder. The
RMBS Master Servicer shall reconcile the results of its Mortgage
Loan monitoring with the actual remittances of the RMBS Servicer
pursuant to the RMBS Servicing Agreement. The parties hereto
acknowledge that the RMBS Master Servicer will have no obligation
to oversee or supervise the activities of the HELOC Servicer, HELOC
Subservicer or the HELOC Back-Up Servicer in connection with the
servicing of the HELOC Mortgage Loans, and under no circumstances
will the RMBS Master Servicer have any duty to become the successor
to either the HELOC Servicer, HELOC Subservicer or the HELOC
Back-Up Servicer.
The Indenture Trustee shall furnish
the RMBS Servicer and the RMBS Master Servicer with any powers of
attorney and other documents in form as provided to it necessary or
appropriate to enable the RMBS Servicer and the RMBS Master
Servicer to service and administer the related Mortgage Loans and
REO Property. The Indenture Trustee shall not be liable for the
RMBS Servicer’s or the RMBS Master Servicer’s use or
misuse of such powers of attorney.
The Indenture Trustee shall execute
and deliver to the RMBS Servicer or the RMBS Master Servicer, as
applicable based on the requesting party, any court pleadings,
requests for trustee’s sale or other documents necessary or
reasonably desirable to (i) the foreclosure or trustee’s sale
with respect to a Mortgaged Property; (ii) any legal action brought
to obtain
judgment against any Mortgagor on
the Mortgage Note or Security Instrument; (iii) obtain a deficiency
judgment against the Mortgagor; or (iv) enforce any other rights or
remedies provided by the Mortgage Note or Security Instrument or
otherwise available at law or equity.
The relationship of the RMBS Master
Servicer (and of any successor to the RMBS Master Servicer under
this Agreement) to the Indenture Trustee under this Agreement is
intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
To the extent such matters are
within the control of the RMBS Master Servicer, the RMBS Master
Servicer may not consent to the placing of a lien senior to that of
the Mortgage on the related Mortgaged Property.
To the extent such matters are
within the control of the RMBS Master Servicer, notwithstanding the
provisions of Subsection 3.01(a), the RMBS Master Servicer shall
not take any action inconsistent with the interests of the
Indenture Trustee or the Noteholders or with the rights and
interests of the Indenture Trustee or the Noteholders under this
RMBS Master Servicing Agreement.
The RMBS Master Servicer shall
master service the Mortgage Loans and shall have full power and
authority to do any and all things that it may deem necessary or
desirable in connection with the master servicing and
administration of the Mortgage Loans, including but not limited to
the power and authority (i) to execute and deliver, on behalf of
the Issuer, Noteholders and the Indenture Trustee, customary
consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of
the Mortgage Notes and related Mortgages, (iii) to collect any
Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan, in each case, in accordance
with the provisions of this RMBS Master Servicing Agreement and the
RMBS Servicing Agreement, as applicable. The Indenture Trustee
shall furnish the RMBS Master Servicer, upon written request from a
Servicing Officer, with any powers of attorney empowering the RMBS
Master Servicer or the RMBS Servicer to execute and deliver
instruments of satisfaction or cancellation, or of partial or full
release or discharge, and to foreclose upon or otherwise liquidate
Mortgaged Property, and to appeal, prosecute or defend in any court
action relating to the Mortgage Loans or the Mortgaged Property, in
accordance with this RMBS Master Servicing Agreement and the RMBS
Servicing Agreement, and the Indenture Trustee shall execute and
deliver such other documents, as the RMBS Master Servicer may
request, to enable the RMBS Master Servicer to master service and
administer the Mortgage Loans and carry out its duties hereunder,
in each case in accordance with Accepted Master Servicing Practices
(and the Indenture Trustee shall have no liability for use or
misuse of any such powers of attorney by the RMBS Master Servicer
or the RMBS Servicer). If the RMBS Master Servicer or the Indenture
Trustee has been advised that it is likely that the laws of the
state in which action is to be taken prohibit such action if taken
in the name of the Indenture Trustee or that the Indenture Trustee
would be adversely affected under the “doing business”
or tax laws of such state if such action is taken in its name, the
RMBS Master Servicer shall join with the Indenture Trustee in the
appointment of a co-trustee.
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Section 3.02
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Monitoring of RMBS
Servicer.
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(a)
The RMBS Master Servicer shall be
responsible for reporting to the Issuer, the Indenture Trustee and
the Depositor the compliance by the RMBS Servicer with its duties
under the RMBS Servicing Agreement. In the review of the RMBS
Servicer’s activities, the RMBS Master Servicer may rely upon
an officer’s certificate of the RMBS Servicer (or similar
document signed by an officer of the RMBS Servicer) with regard to
such RMBS Servicer’s compliance with the terms of the RMBS
Servicing Agreement. In the event that the RMBS Master Servicer, in
its judgment, determines that the RMBS Servicer should be
terminated in accordance with the RMBS Servicing Agreement, or that
a notice should be sent pursuant to the RMBS Servicing Agreement
with respect to the occurrence of an event that, unless cured,
would constitute grounds for such termination, the RMBS Master
Servicer shall notify the Depositor, the Issuer and the Indenture
Trustee thereof and the RMBS Master Servicer shall issue such
notice or take such other action as it deems appropriate. In
addition, upon the occurrence of any RMBS Servicing Trigger Event,
the RMBS Master Servicer shall terminate the rights and
responsibilities of the RMBS Servicer under the RMBS Servicing
Agreement; provided, however, that in the event that the RMBS
Servicer is rated “SQ2-” or better by Moody’s on
any date, the RMBS Servicing Trigger Event shall no longer apply to
the RMBS Servicer.
(b)
The RMBS Master Servicer, for the
benefit of the Issuer, the Indenture Trustee and the Noteholders,
shall enforce the obligations of the RMBS Servicer under the RMBS
Servicing Agreement, and shall, in the event that the RMBS Servicer
fails to perform its obligations in accordance with the RMBS
Servicing Agreement, subject to the preceding paragraph, terminate
the rights and obligations of the RMBS Servicer thereunder and act
as servicer of the related Mortgage Loans or cause a successor RMBS
Servicer selected by the RMBS Master Servicer to assume the
obligations of the RMBS Servicer under the RMBS Servicing
Agreement; provided, however, it is understood and acknowledged by
the parties hereto that there will be a period of transition (not
to exceed 90 days) before the actual servicing functions can be
fully transferred to such successor RMBS Servicer. Such
enforcement, including, without limitation, the legal prosecution
of claims, termination of the RMBS Servicing Agreement and the
pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time as the RMBS Master
Servicer, in its good faith business judgment, would require were
it the owner of the related Mortgage Loans. Except as otherwise
provided in Subsection (c) below, the RMBS Master Servicer shall
pay the costs of such enforcement at its own expense, provided that
the RMBS Master Servicer shall not be required to prosecute or
defend any legal action except to the extent that the RMBS Master
Servicer shall have received reasonable indemnity for its costs and
expenses in pursuing such action.
(c)
To the extent that the costs and
expenses of the RMBS Master Servicer related to any termination of
the RMBS Servicer, appointment of a successor RMBS Servicer or the
transfer and assumption of servicing by the RMBS Master Servicer
with respect to the RMBS Servicing Agreement (including, without
limitation, (i) all legal costs and expenses and all due diligence
costs and expenses associated with an evaluation of the potential
termination of the RMBS Servicer as a result of an event of default
by the RMBS Servicer and (ii) all costs and expenses associated
with the complete transfer of servicing, including all servicing
files and all servicing data and the completion, correction or
manipulation of such servicing data as may be
required by the successor servicer
to correct any errors or insufficiencies in the servicing data or
otherwise to enable the successor servicer to service the Mortgage
Loans in accordance with the RMBS Servicing Agreement) are not
fully and timely reimbursed by the terminated RMBS Servicer, the
RMBS Master Servicer shall be entitled to reimbursement of such
costs and expenses from the Securities Administrator Collection
Account.
(d)
The RMBS Master Servicer shall
require the RMBS Servicer to comply with the remittance
requirements and other obligations set forth in the RMBS Servicing
Agreement.
(e)
If the RMBS Master Servicer acts as
RMBS Servicer, it will not assume liability for the representations
and warranties of the RMBS Servicer, if any, that it
replaces.
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Section 3.03
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Fidelity Bond.
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The RMBS Master Servicer, at its
expense, shall maintain in effect a blanket fidelity bond and an
errors and omissions insurance policy, affording coverage with
respect to all directors, officers, employees and other Persons
acting on such RMBS Master Servicer’s behalf, and covering
errors and omissions in the performance of the RMBS Master
Servicer’s obligations hereunder. The errors and omissions
insurance policy and the fidelity bond shall be in such form and
amount generally acceptable for entities serving as master
servicers or trustees.
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Section 3.04
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Liability of the RMBS Master
Servicer.
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The RMBS Master Servicer shall be
liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken by it herein.
Section 3.05
Assumption or Termination of RMBS Servicing
Agreement by Indenture Trustee.
(a)
If the Indenture Trustee, as
successor RMBS Master Servicer, or another successor RMBS Master
Servicer shall assume the master servicing obligations of the RMBS
Master Servicer in accordance with Section 6.02 below, the
Indenture Trustee, to the extent necessary to permit the Indenture
Trustee to carry out the provisions of Section 6.02 with respect to
the Mortgage Loans, shall succeed to all of the rights and
obligations of the RMBS Master Servicer under the RMBS Servicing
Agreement. In such event, the Indenture Trustee or its designee as
the successor master servicer shall be deemed to have assumed all
of the RMBS Master Servicer’s rights and obligations therein
and to have replaced the RMBS Master Servicer as a party to such
RMBS Servicing Agreement to the same extent as if such RMBS
Servicing Agreement had been assigned to the Indenture Trustee or
its designee as a successor master servicer, except that the
Indenture Trustee or its designee as a successor master servicer
shall not be deemed to have assumed any obligations or liabilities
of the RMBS Master Servicer arising prior to such assumption (other
than the obligation to make any Monthly Advances) and the RMBS
Master Servicer shall not thereby be relieved of any liability or
obligations under such RMBS Servicing Agreement arising prior to
such assumption. Nothing in the foregoing shall be deemed to
entitle the Indenture Trustee or its designee as a successor master
servicer at any time to receive any portion of the servicing
compensation provided under Section 3.15 except for the RMBS Master
Servicer Compensation.
(b)
In the event that the Indenture
Trustee, as successor RMBS Master Servicer, or another successor
RMBS Master Servicer assumes the servicing obligations of the RMBS
Master Servicer under Section 6.02, upon the reasonable request of
the Indenture Trustee or such successor RMBS Master Servicer, the
RMBS Master Servicer shall at its own expense (or the expense of
the Trust, if the RMBS Master Servicer fails to do so) deliver to
the Indenture Trustee, or to such successor RMBS Master Servicer,
photocopies of all documents, files and records, electronic or
otherwise, relating to the RMBS Servicing Agreement and the related
Mortgage Loans or REO Property then being serviced and an
accounting of amounts collected and held by it, if any, and will
otherwise cooperate and use its reasonable efforts to effect the
orderly and efficient transfer of the RMBS Servicing Agreement, or
responsibilities hereunder to the Indenture Trustee, as successor
RMBS Master Servicer, or to such other successor RMBS Master
Servicer.
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Section 3.06
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Collection of Mortgage Loan
Payments.
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(a)
The RMBS Master Servicer will
coordinate and monitor remittances by the RMBS Servicer to it with
respect to the Mortgage Loans in accordance with this RMBS Master
Servicing Agreement.
(b)
The RMBS Master Servicer shall
enforce the obligation of the RMBS Servicer to establish and
maintain a Protected Account in accordance with the RMBS Servicing
Agreement, with records to be kept with respect thereto on a
Mortgage Loan by Mortgage Loan basis, into which account shall be
deposited within 48 hours (or as of such other time specified in
the RMBS Servicing Agreement) of receipt, all collections of
principal and interest on any Mortgage Loan and any REO Property
received by the RMBS Servicer, including Principal Prepayments,
Insurance Proceeds, Liquidation Proceeds, and advances made from
the RMBS Servicer’s own funds (less servicing compensation as
permitted by the RMBS Servicing Agreement in the case of the RMBS
Servicer) and all other amounts to be deposited in the Protected
Account. The RMBS Servicer is hereby authorized to make withdrawals
from and deposits to the Protected Account for purposes required or
permitted by this RMBS Master Servicing Agreement. To the extent
provided in the RMBS Servicing Agreement, the Protected Account
shall be an Eligible Account and segregated on the books of such
institution in the name of the Indenture Trustee for the benefit of
the Noteholders.
(c)
To the extent provided in the RMBS
Servicing Agreement, amounts on deposit in the Protected Account
may be invested in Eligible Investments in the name of the
Indenture Trustee for the benefit of Noteholders and, except as
provided in the preceding paragraph, not commingled with any other
funds. Such Eligible Investments shall mature, or shall be subject
to redemption or withdrawal, no later than the date on which such
funds are required to be withdrawn for deposit in the Securities
Administrator Collection Account, and shall be held until required
for such deposit. The income earned from Eligible Investments made
pursuant to this Section 3.06 shall be paid to the RMBS Servicer
under the RMBS Servicing Agreement, and the risk of loss of moneys
required to be distributed to the Noteholders resulting from such
investments shall be borne by and be the risk of the RMBS Servicer.
The RMBS Servicer (to the extent required by the RMBS Servicing
Agreement) shall deposit the amount of any such loss in the
Protected Account not later than the Business Day prior to the next
RMBS Servicer Remittance Date.
(d)
The Securities Administrator shall
establish a segregated account in the name of the Indenture Trustee
for the benefit of the Noteholders (the “Securities
Administrator Collection Account”), which shall be an
Eligible Account, in which the Securities Administrator shall
deposit or cause to be deposited any amounts representing payments
on and any collections in respect of the Mortgage Loans due
subsequent to the Cut-off Date (other than in respect of the
payments referred to in the following paragraph) within forty-eight
(48) hours following receipt thereof, including the following
payments and collections received or made by it (without
duplication):
(i)
Any amounts withdrawn from the
Protected Account and remitted to the Securities Administrator by
the RMBS Servicer;
(ii)
Any Monthly Advance and any
Compensating Interest Payments required to be made by the RMBS
Master Servicer hereunder;
(iii)
Any Insurance Proceeds or Net Liquidation
Proceeds received by or on behalf of the RMBS Master Servicer or
which were not deposited in the Protected Account;
(iv)
Any amounts required to be deposited with
respect to losses on investments of deposits in the Protected
Account and remitted to the Securities Administrator by the RMBS
Servicer and any amounts required to be deposited with respect to
losses on investments of deposits in the Securities Administrator
Collection Account and remitted by the RMBS Master Servicer to the
Securities Administrator; and
(v)
Any other amounts received by or on
behalf of the RMBS Master Servicer and required to be deposited in
the Securities Administrator Collection Account pursuant to this
Agreement.
All amounts deposited to the
Securities Administrator Collection Account shall be held by the
Securities Administrator in the name of the Indenture Trustee in
trust for the benefit of the Noteholders in accordance with the
terms and provisions of this RMBS Master Servicing Agreement and
the Indenture. The requirements for crediting the Securities
Administrator Collection Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of (i) late payment charges or
assumption, tax service, statement account or payoff, substitution,
satisfaction, release and other like fees and charges, need not be
credited by the RMBS Master Servicer, Securities Administrator or
the RMBS Servicer to the Securities Administrator Collection
Account or remitted by the RMBS Master Servicer or RMBS Servicer to
the Securities Administrator for deposit in the Securities
Administrator Collection Account, as applicable. In the event that
the RMBS Master Servicer or RMBS Servicer shall remit or cause to
be remitted to the Securities Administrator for deposit to the
Securities Administrator Collection Account any amount not required
to be credited thereto, the Securities Administrator, upon receipt
of a written request therefor signed by a Servicing Officer of the
RMBS Master Servicer or RMBS Servicer, shall promptly transfer such
amount to the RMBS Master Servicer or RMBS Servicer, any provision
herein to the contrary notwithstanding.
The amount at any time credited to
the Securities Administrator Collection Account may be invested, in
the name of the Indenture Trustee, or its nominee, for the benefit
of the Noteholders, in Eligible Investments as directed by the
Securities Administrator. All Eligible Investments shall mature or
be subject to redemption or withdrawal on or before, and shall be
held until, the next succeeding Payment Date. Any and all
investment earnings on amounts on deposit in the Securities
Administrator Collection Account from time to time shall be for the
account of the RMBS Master Servicer. The Securities Administrator
from time to time shall be permitted to withdraw or receive
distribution of any and all investment earnings from the Securities
Administrator Collection Account for
