Common use of Recognition of Assignee; Reconstitution of Servicing; Regulation AB Clause in Contracts

Recognition of Assignee; Reconstitution of Servicing; Regulation AB. (a) From and after the date of this AAR Agreement, the Company shall note the transfer of the Assigned Loans as of the Assigned Loans Cut-off Date to the Assignee in its books and records, the Company shall recognize the Assignee as the owner of the Assigned Loans. Notwithstanding anything to the contrary in the Purchase Agreement, however, the Company shall service the Assigned Loans for the benefit of the Assignee pursuant to the terms of that certain Master Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 2003, by and between Assignee and the Company (as amended, the "Bank of America Servicing Agreement"), only insofar as it relates to the servicing of "Mortgage Loans" as defined therein, including but not limited those provisions related to sales and reconstitutions of mortgage loans, and all provisions related to Regulation AB compliance, including servicer-- and originator-- related provisions, which such terms are incorporated herein by reference. It is the intention of the Assignor, the Company and the Assignee that the Bank of America Servicing Agreement, to the extent provided in the preceding sentence, and the Purchase Agreement in all other respects, shall be binding upon and inure to the benefit of the Company and the Assignee and their respective successors and assigns. (b) Notwithstanding the terms of any Assigned Loan, in the event that any such Assigned Loan requires the related Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction, the Assignee hereby directs the Company and the Company hereby agrees to waive such requirement.

Recognition of Assignee; Reconstitution of Servicing; Regulation AB. (a) From and after the date of this AAR Agreement, the Company shall note the transfer of the Assigned Loans as of the Assigned Loans Cut-off Date to the Assignee in its books and records, the Company shall recognize the Assignee as the owner of the Assigned Loans. Notwithstanding anything to the contrary in the Purchase Agreement, however, the Company shall service the Assigned Loans for the benefit of the Assignee pursuant to the terms of that certain Master Amended and Restated Flow Mortgage Loan Purchase Sale and Servicing Agreement, dated as of April June 1, 20032006, by and between Assignee and the Company (as amended, the "Bank of America Servicing Agreement"), only insofar as it relates to the servicing of "Mortgage Loans" as defined therein, including but not limited those provisions related to sales and reconstitutions of mortgage loans, and all provisions related to Regulation AB compliance, including servicer-- and originator-- related provisions, which such terms are incorporated herein by reference. It is the intention of the Assignor, the Company and the Assignee that the Bank of America Servicing Agreement, to the extent provided in the preceding sentence, and the Purchase Agreement in all other respects, shall be binding upon and inure to the benefit of the Company and the Assignee and their respective successors and assigns. (b) Notwithstanding the terms of any Assigned Loan, in the event that any such Assigned Loan requires the related Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction, the Assignee hereby agrees to waive such requirement and the Assignee hereby directs the Company and the Company hereby agrees to waive such requirement.

Recognition of Assignee; Reconstitution of Servicing; Regulation AB. (a) From and after the date of this AAR Agreement, the Company shall note the transfer of the Assigned Loans as of the Assigned Loans Cut-off Date to the Assignee in its books and records, the Company shall recognize the Assignee as the owner of the Assigned Loans. Notwithstanding anything to the contrary in the Purchase AgreementAgreements, however, the Company shall service the Assigned Loans for the benefit of the Assignee pursuant to the terms of that certain Second Amended and Restated Master Mortgage Loan Purchase Seller's Warranties and Servicing Agreement, dated as of April May 1, 20032006, by and between Assignee and the Company (as amended, the "Bank of America Servicing Agreement"), only insofar as it relates to the servicing of "Mortgage Loans" as defined therein, including but not limited those provisions related to sales and reconstitutions of mortgage loans, and all provisions related to Regulation AB compliance, including servicer-- and originator-- related provisions, which such terms are incorporated herein by reference. It is the intention of the Assignor, the Company and the Assignee that the Bank of America Servicing Agreement, to the extent provided in the preceding sentence, and the Purchase Agreement Agreements in all other respects, shall be binding upon and inure to the benefit of the Company and the Assignee and their respective successors and assigns. (b) Notwithstanding In connection with the terms execution of any Assigned Loanthis AAR Agreement, in the event that any such Assigned Loan requires the related Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction, the Assignee hereby directs the Company and the Company Assignee hereby agrees agree that the following modifications to waive such requirement.the Bank of America Servicing Agreement shall apply only as to the Assigned Loans:

Recognition of Assignee; Reconstitution of Servicing; Regulation AB. (a) From and after the date of this AAR Agreement, the Company Xxxxx Fargo shall note the transfer of the Assigned Loans as of the Assigned Loans Cut-off Date to the Assignee in its books and records, the Company shall recognize the Assignee as the owner of the Assigned Loans. Notwithstanding anything to the contrary in the Purchase Agreement, however, the Company Xxxxx Fargo shall service the Assigned Loans for the benefit of the Assignee pursuant to in accordance with the terms of that certain Master Mortgage Loan Purchase and Servicing Agreement, dated as of April July 1, 20032006, by and between Assignee and the Company Xxxxx Fargo, (as amended, the "Bank of America Servicing Agreement"), only insofar as it relates to the servicing of "Mortgage Loans" as defined therein, including but not limited those provisions related to sales and reconstitutions of mortgage loans, and all provisions related to Regulation AB compliance, including servicer-- and originator-- servicer related provisions, which such terms are incorporated herein by reference. It is the intention of the Assignor, the Company Company, Xxxxx Fargo and the Assignee that the Bank of America Servicing Agreement, to the extent provided in the preceding sentence, and the Purchase Agreement in all other respects, shall be binding upon and inure to the benefit of the Company and the Assignee and their respective successors and assignsassigns with respect to the Agreement and Xxxxx Fargo and the Assignee and their respective successors and assigns with respect to the Bank of America Servicing Agreement. (b) Notwithstanding In connection with the terms execution of any Assigned Loanthis AAR Agreement, in the event that any such Assigned Loan requires the related Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction, Xxxxx Fargo and the Assignee hereby directs agree that the Company following modification to the Bank of America Servicing Agreement shall apply only as to the Assigned Loans: i) Section 12.06, Notices, subclause (i), is hereby amended by replacing the words "MAC X2401-042" with "MAC X2302-033" and by replacing "515/213-7121" with "515/324-3118". (c) Notwithstanding any provision in the Bank of America Servicing Agreement, Xxxxx Fargo and the Company Assignee hereby agrees agree that Xxxxx Fargo shall not be obligated to waive such requirementdeposit into the Custodial Account or otherwise remit to the Assignee any Prepayment Penalty received with respect to only the Assigned Loans designated with the following loan identification numbers: 1205507236, 0000000000, 1205507534 and 1205090793. Additionally, any Prepayment Penalty received with respect to any of the other Assigned Loans shall be remitted by Xxxxx Fargo to the Company.

Recognition of Assignee; Reconstitution of Servicing; Regulation AB. (a) From and after the date of this AAR Agreement, the Company shall note the transfer of the Assigned Loans as of the Assigned Loans Cut-off Date to the Assignee in its books and records, the Company shall recognize the Assignee as the owner of the Assigned Loans. Notwithstanding anything to the contrary in the Purchase AgreementAgreements, however, the Company shall service the Assigned Loans for the benefit of the Assignee pursuant to the terms of that certain Second Amended and Restated Master Mortgage Loan Purchase Seller's Warranties and Servicing Agreement, dated as of April May 1, 20032006, by and between Assignee and the Company (as amended, the "Bank of America Servicing Agreement"), only insofar as it relates to the servicing of "Mortgage Loans" as defined therein, including but not limited those provisions related to sales and reconstitutions of mortgage loans, and all provisions related to Regulation AB compliance, including servicer-- and originator-- related provisions, which such terms are incorporated herein by reference. It is the intention of the Assignor, the Company and the Assignee that the Bank of America Servicing Agreement, to the extent provided in the preceding sentence, and the Purchase Agreement Agreements in all other respects, shall be binding upon and inure to the benefit of the Company and the Assignee and their respective successors and assigns. (b) Notwithstanding In connection with the terms execution of any Assigned Loanthis AAR Agreement, in the event that any such Assigned Loan requires the related Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction, the Assignee hereby directs the Company and the Assignee hereby agree that the following modifications to the Bank of America Servicing Agreement shall apply only as to the Assigned Loans: i) Section 3.01(a), Due Organization and Authority, is hereby modified by replacing such section, in its entirety, with the following: (a) Due Organization and Authority. The Company is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Company, and in any event the Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement; the Company has the full power and authority to execute and deliver this Agreement and to perform its obligations in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Company and the consummation of the transactions contemplated hereby agrees have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Company; and all requisite action has been taken by the Company to waive such requirementmake this Agreement valid and binding upon the Company in accordance with its terms; ii) Section 4.02, Liquidation of Mortgage Loans, is hereby modified by deleting the phrase "of the Company's intention to do so" and replacing it with the phrase "via the monthly reports as identified in Section 5.02 that foreclosure proceedings have commenced". iii) Section 6.05, Annual Independent Public Accountants' Servicing Report, is hereby deleted in its entirety and replaced with "[RESERVED]". iv) Section 6.06, Report on Assessment of Compliance and Attestation, is hereby modified by deleting the first paragraph in its entirety and replacing it with "On or before March 1 of each calendar year, commencing in 2008, the Company shall:". v) Section 12.06, Notices, subclause (i), is hereby amended by replacing the words "MAC X2401-042" with "MAC X2302-033" and by replacing "515/213-7121" with "515/324-3118". vi) A new Section 4.34, Arbitration, is hereby added as follows:

Recognition of Assignee; Reconstitution of Servicing; Regulation AB. (a) From and after the date of this AAR Agreement, the Company shall note the transfer of the Assigned Loans as of the Assigned Loans Cut-off Date to the Assignee in its books and records, the Company shall recognize the Assignee as the owner of the Assigned Loans. Notwithstanding anything to the contrary in the Purchase AgreementAgreements, however, the Company shall service the Assigned Loans for the benefit of the Assignee pursuant to the terms of that certain Second Amended and Restated Master Mortgage Loan Purchase Seller's Warranties and Servicing Agreement, dated as of April May 1, 20032006, by and between Assignee and the Company (as amended, the "Bank of America Servicing Agreement"), only insofar as it relates to the servicing of "Mortgage Loans" as defined therein, including but not limited those provisions related to sales and reconstitutions of mortgage loans, and all provisions related to Regulation AB compliance, including servicer-- and originator-- related provisions, which such terms are incorporated herein by reference. It is the intention of the Assignor, the Company and the Assignee that the Bank of America Servicing Agreement, to the extent provided in the preceding sentence, and the Purchase Agreement Agreements in all other respects, shall be binding upon and inure to the benefit of the Company and the Assignee and their respective successors and assigns. (b) Notwithstanding In connection with the terms execution of any Assigned Loanthis AAR Agreement, in the event that any such Assigned Loan requires the related Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction, the Assignee hereby directs the Company and the Assignee hereby agree that the following modifications to the Bank of America Servicing Agreement shall apply only as to the Assigned Loans: i) Section 4.02, Liquidation of Mortgage Loans, is hereby modified by deleting the phrase "of the Company's intention to do so" and replacing it with the phrase "via the monthly reports as identified in Section 5.02 that foreclosure proceedings have commenced". ii) Section 6.05, Annual Independent Public Accountants' Servicing Report, is hereby deleted in its entirety and replaced with "[RESERVED]". iii) Section 6.06, Report on Assessment of Compliance and Attestation, is hereby modified by deleting the first paragraph in its entirety and replacing it with "On or before March 1 of each calendar year, commencing in 2008, the Company shall:". iv) Section 12.06, Notices, subclause (i), is hereby agrees to waive such requirementamended by replacing the words "MAC X2401-042" with "MAC X2302-033" and by replacing "515/213-7121" with "515/324-3118".