SERVICING AGREEMENTServicing Agreement |
|
|
You are currently viewing: This Servicing Agreement involves
MORGAN STANLEY MORTGAGE LOAN TRUST 2007-15AR | MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC | SAXON MORTGAGE SERVICES, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Servicing Agreement by:
Exhibit 99.17b
EXECUTION
COPY
SERVICING
AGREEMENT
among
MORGAN
STANLEY MORTGAGE CAPITAL HOLDINGS LLC
Owner
and
SAXON
MORTGAGE SERVICES, INC.
Servicer
Dated:
Dated
as of July 1, 2007
TABLE
OF CONTENTS
Page
|
ARTICLE
I
|
||
|
DEFINITIONS
|
||
|
Section
1.01
|
Definitions.
|
1
|
|
ARTICLE
II
|
||
|
SERVICING
|
||
|
Section
2.01
|
Servicer
to Act as Servicer.
|
14
|
|
Section
2.02
|
Liquidation
of Mortgage Loans.
|
16
|
|
Section
2.03
|
Collection
of Mortgage Loan Payments.
|
18
|
|
Section
2.04
|
Establishment
of and Deposits to Custodial Account.
|
18
|
|
Section
2.05
|
Permitted
Withdrawals From Custodial Account.
|
20
|
|
Section
2.06
|
Establishment
of and Deposits to Escrow Account.
|
21
|
|
Section
2.07
|
Permitted
Withdrawals From Escrow Account.
|
22
|
|
Section
2.08
|
Payment
of Taxes, Insurance and Other Charges With Respect to First
Lien Loans.
|
22
|
|
Section
2.09
|
Protection
of Accounts.
|
23
|
|
Section
2.10
|
Maintenance
of Hazard Insurance.
|
23
|
|
Section
2.11
|
Maintenance
of Blanket Hazard Insurance Coverage.
|
26
|
|
Section
2.12
|
Maintenance
of Fidelity Bond and Errors and Omissions
Insurance.
|
26
|
|
Section
2.13
|
Inspections.
|
26
|
|
Section
2.14
|
Restoration
of Mortgaged Property.
|
27
|
|
Section
2.15
|
Title,
Management and Disposition of REO Property.
|
27
|
|
Section
2.16
|
Permitted
Withdrawals with Respect to REO Property.
|
28
|
|
Section
2.17
|
Real
Estate Owned Reports.
|
28
|
-ii-
|
Section
2.18
|
Liquidation
Reports.
|
29
|
|
Section
2.19
|
Reports
of Foreclosures and Abandonments of Mortgaged
Property.
|
29
|
|
Section
2.20
|
Notification
of Adjustments.
|
29
|
|
Section
2.21
|
Maintenance
of PMI Policy; Claims.
|
29
|
|
Section
2.22
|
Establishment
of and Deposits to Buydown Account.
|
30
|
|
Section
2.23
|
Adjustable
Rate Mortgage Loans.
|
31
|
|
Section
2.24
|
Subordination
Requests.
|
32
|
|
Section
2.25
|
Fair
Credit Reporting Act.
|
32
|
|
Section
2.26
|
Expenses;
Litigation.
|
32
|
|
Section
2.27
|
Contingency
and Disaster Recovery Plan.
|
33
|
|
ARTICLE
III
|
||
|
PAYMENTS
TO OWNER
|
||
|
Section
3.01
|
Remittances.
|
33
|
|
Section
3.02
|
Statements
to Owner.
|
34
|
|
Section
3.03
|
Advances
by Servicer.
|
35
|
|
Section
3.04
|
Monthly
Advances by Servicer.
|
35
|
|
ARTICLE
IV GENERAL SERVICING PROCEDURES
|
||
|
Section
4.01
|
Transfers
of Mortgaged Property.
|
35
|
|
Section
4.02
|
Satisfaction
of Mortgages and Release of Mortgage Files.
|
36
|
|
Section
4.03
|
Servicing
Compensation.
|
37
|
|
Section
4.04
|
Annual
Statement as to Compliance.
|
37
|
|
Section
4.05
|
Annual
Independent Public Accountants’ Servicing
Report.
|
38
|
|
Section
4.06
|
Right
to Examine Servicer Records.
|
38
|
|
Section
4.07
|
Compliance
with Gramm-Leach-Bliley Act of 1999 and other Privacy
Requirement.
|
38
|
-iii-
|
Section
4.08
|
Losses
and Expenses.
|
38
|
|
ARTICLE
V
|
||
|
SERVICER
TO COOPERATE
|
||
|
Section
5.01
|
Provision
of Information.
|
39
|
|
Section
5.02
|
Financial
Statements; Servicing Facilities.
|
39
|
|
ARTICLE
VI
|
||
|
TERMINATION
|
||
|
Section
6.01
|
Termination.
|
40
|
|
Section
6.02
|
Transfer
Procedures.
|
41
|
|
ARTICLE
VII
|
||
|
BOOKS
AND RECORDS
|
||
|
Section
7.01
|
Possession
of Servicing Files Prior to the Related Servicing Transfer
Date.
|
44
|
|
ARTICLE
VIII
|
||
|
INDEMNIFICATION
AND ASSIGNMENT
|
||
|
Section
8.01
|
Indemnification.
|
45
|
|
Section
8.02
|
Limitation
on Liability of Servicer and Others.
|
47
|
|
Section
8.03
|
Limitation
on Assignment and Resignation by Servicer.
|
47
|
|
Section
8.04
|
Operation
of Indemnities.
|
48
|
|
Section
8.05
|
Assignment
by Owner.
|
48
|
|
Section
8.06
|
Merger
or Consolidation of the Servicer.
|
48
|
|
ARTICLE
IX
|
||
|
REPRESENTATIONS,
WARRANTIES AND COVENANTS OF OWNER
|
||
|
Section
9.01
|
Organization
and Good Standing; Licensing.
|
49
|
|
Section
9.02
|
Authorization;
Binding Obligations.
|
49
|
-iv-
|
Section
9.03
|
No
Consent Required.
|
49
|
|
Section
9.04
|
No
Violations.
|
49
|
|
Section
9.05
|
Litigation.
|
49
|
|
Section
9.06
|
Ownership.
|
50
|
|
Section
9.07
|
Accuracy.
|
50
|
|
ARTICLE
X
|
||
|
REPRESENTATIONS
AND WARRANTIES OF SERVICER
|
||
|
Section
10.01
|
Due
Organization and Authority.
|
50
|
|
Section
10.02
|
Ordinary
Course of Business.
|
50
|
|
Section
10.03
|
No
Violation.
|
50
|
|
Section
10.04
|
Ability
to Service.
|
51
|
|
Section
10.05
|
Ability
to Perform.
|
51
|
|
Section
10.06
|
Litigation.
|
51
|
|
Section
10.07
|
No
Consent Required.
|
51
|
|
Section
10.08
|
No
Untrue Information.
|
51
|
|
Section
10.09
|
Reasonable
Servicing Fee.
|
52
|
|
Section
10.10
|
Accepted
Servicing Practices.
|
52
|
|
ARTICLE
XI
|
||
|
DEFAULT
|
||
|
Section
11.01
|
Events
of Default.
|
52
|
|
Section
11.02
|
Waiver
of Defaults.
|
54
|
|
ARTICLE
XII
|
||
|
CLOSING
|
||
|
Section
12.01
|
Closing
Documents.
|
54
|
-v-
|
ARTICLE
XIII
|
||
|
MISCELLANEOUS
PROVISIONS
|
||
|
Section
13.01
|
Notices.
|
55
|
|
Section
13.02
|
Waivers.
|
55
|
|
Section
13.03
|
Entire
Agreement; Amendment.
|
56
|
|
Section
13.04
|
Execution;
Binding Effect.
|
56
|
|
Section
13.05
|
Confidentiality
of Information.
|
56
|
|
Section
13.06
|
Headings.
|
57
|
|
Section
13.07
|
Applicable
Law.
|
57
|
|
Section
13.08
|
Relationship
of Parties.
|
58
|
|
Section
13.09
|
Severability
of Provisions.
|
58
|
|
Section
13.10
|
Recordation
of Assignments of Mortgage.
|
58
|
|
Section
13.11
|
Exhibits.
|
58
|
|
Section
13.12
|
Counterparts.
|
58
|
|
Section
13.13
|
No
Solicitation.
|
58
|
|
Section
13.14
|
Cooperation
of Servicer with a Reconstitution.
|
59
|
|
Section
13.15
|
Waiver
of Trial by Jury.
|
60
|
|
Section
13.16
|
LIMITATION
OF DAMAGES.
|
61
|
|
Section
13.17
|
SUBMISSION
TO JURISDICTION; WAIVERS.
|
61
|
|
ARTICLE
XIV
|
||
|
compliance
with regulation ab
|
||
|
Section
14.01
|
Intent
of the Parties; Reasonableness.
|
61
|
|
Section
14.02
|
Additional
Representations and Warranties of the Servicer.
|
62
|
|
Section
14.03
|
Information
to Be Provided by the Servicer.
|
63
|
|
Section
14.04
|
Servicer
Compliance Statement.
|
66
|
-vi-
|
Section
14.05
|
Report
on Assessment of Compliance and Attestation.
|
66
|
|
Section
14.06
|
Use
of Subservicers and Subcontractors.
|
68
|
|
Section
14.07
|
Indemnification;
Remedies.
|
69
|
-vii-
EXHIBITS
|
EXHIBIT
1
|
FORM
OF TRIAL BALANCE AND DELINQUENCY INFORMATION
|
|
EXHIBIT
2
|
FORM
OF CUSTODIAL ACCOUNT CERTIFICATION
|
|
EXHIBIT
3
|
FORM
OF CUSTODIAL ACCOUNT LETTER AGREEMENT
|
|
EXHIBIT
4
|
FORM
OF ESCROW ACCOUNT CERTIFICATION
|
|
EXHIBIT
5
|
FORM
OF ESCROW ACCOUNT LETTER AGREEMENT
|
|
EXHIBIT
6
|
FORM
OF OFFICER’S CERTIFICATE
|
|
EXHIBIT
7
|
MORTGAGE
LOAN DOCUMENTS
|
|
EXHIBIT
8
|
INFORMATION
INCLUDED ON MORTGAGE LOAN SCHEDULE
|
|
EXHIBIT
9
|
ANNUAL
CERTIFICATION
|
|
EXHIBIT
10
|
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
COMPLIANCE
|
|
EXHIBIT 11
|
FORM
OF SERVICER POWER OF ATTORNEY
|
-viii-
SERVICING
AGREEMENT
This
Servicing Agreement (“ Servicing Agreement
” or “ Agreement ”) is entered into
as of July 1, 2007, by and among SAXON
MORTGAGE SERVICES, INC. , a Texas corporation (the
“ Servicer ”) and MORGAN STANLEY MORTGAGE
CAPITAL HOLDINGS LLC, a New York limited liability company
(the “ Owner ”).
WHEREAS,
the Owner has purchased or originated and will purchase or
originate in the future conforming and non-conforming,
residential, fixed and adjustable rate first lien mortgage
loans and non-conforming closed-end second lien mortgage loans
(the “ Mortgage Loans ”); and
WHEREAS,
the Servicer regularly services residential mortgage loans and
has agreed to service the mortgage loans that become subject
to this Agreement and the parties desire to provide the terms
and conditions of such servicing by the Servicer.
NOW,
THEREFORE, in consideration of the mutual premises and
agreements set forth herein and for other good and valuable
consideration, the receipt and the sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE
I
DEFINITIONS
Section
1.01
Definitions .
The
following terms are defined as follows:
Accepted Servicing Practices : shall mean the
servicing procedures which (i) c