Recognition of the Company. 2. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 2 contracts
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to _____________________, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”), of the __________________ (the “Trust”) created pursuant to a Pooling and Servicing Agreement or Trust Agreement, dated as of _________________ (the “Pooling Agreement”), among the Assignee, the Trustee and ____________________, as servicer (including its successors in interest and any successor servicer under the Pooling Agreement, the “Servicer”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage LoansLoans and the Servicer will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Pooling Agreement, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement and Warranties the Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 6.03 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article 10 of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer acting on the Trust’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) prior to the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 2 contracts
Samples: Flow Servicing Agreement (GSR 2006-5f), Flow Servicing Agreement (GSR Mortgage Loan Trust 2006-2f)
Recognition of the Company. 21. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to Soundview Home Loan Trust 2007-NS1 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of February 1, 2007 (the “Pooling Agreement”), among the Assignee, the Company and Deutsche Bank National Trust Company as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Company acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer Company acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Ns1)
Recognition of the Company. 2From and after November 30, 2007 (the “Closing Date”), the Company shall and does hereby recognize that the Assignor will transfer the Mortgage Loans and assign its rights under the SWSA to the Assignee and that the Assignee will thereafter transfer the Mortgage Loans and assign its rights under the SWSA and this Agreement to the Trust created pursuant to a pooling and servicing agreement, dated as of November 1, 2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, National Association, as securities administrator, the Master Servicer and the Trustee. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner purchaser of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties AgreementSWSA, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 2.01 of the Purchase and Warranties AgreementSWSA, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement SWSA insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement SWSA which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement SWSA with respect to the Mortgage Loans without the prior written consent of the Trustee and the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to U.S. Bank National Association (“U.S. Bank”), as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSAA Home Equity Trust 2007-7 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement, dated as of June 1, 2007 (the “Trust Agreement”), among the Assignee, the Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company (“Deutsche Bank”), as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo Bank, National Association, as master servicer (including its successors in interest and any successor servicer under the Trust Agreement, in such capacity, the “Master Servicer”), securities administrator and as a custodian. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage LoansLoans and the Company will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Servicing Agreement as modified hereby, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to (A) the Mortgage Loans, under the Purchase and Warranties Agreementapplicable purchase agreement pursuant to which the Owner purchased the related Mortgage Loans from the related Seller, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 5(b) of the Purchase related purchase agreement and Warranties Agreement, (B) the Servicing Agreement and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer Company acting on the Trust’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) after the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assumption and Recognition Agreement (GSAA Home Equity Trust 2007-7)
Recognition of the Company. 2From and after the Securitization Closing Date, the Company shall and does hereby recognize that the Assignee will assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Deutsche Bank National Trust Company, as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GreenPoint Mortgage Funding Trust 2006-OH1 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement dated as of December 1, 2006 (the “Trust Agreement”), among GS Mortgage Securities Corp., as Depositor, the Trustee, Deutsche Bank National Trust Company, as a custodian, and Xxxxx Fargo Bank, N.A., as securities administrator (in such capacity, the “Securities Administrator”) and master servicer (in such capacity, the “Master Servicer”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, Trustee will be the owner of the Mortgage LoansLoans and the Servicer will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Trust Agreement, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust Trustee for performance of any obligations of the Assignor under the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust Trustee (including and the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the TrustTrustee’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreementapplicable purchase agreement, and shall be entitled to enforce any and all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust Trustee (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer acting on the TrustTrustee’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) prior to the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement Servicing Agreement, which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee. From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Trustee in its books and records, shall recognize the Trustee as the owner of the Mortgage Loans and shall service the Mortgage Loans for the benefit of the Trustee pursuant to the Servicing Agreement. The Servicer represents and warrants that (a) the copy of the Servicing Agreement, attached hereto as Exhibit 1, provided to the Assignee is a true, complete and accurate copy of the Servicing Agreement, (b) the Servicing Agreement is in full force and effect as of the date hereof, (c) the provisions thereof have not been waived, amended or modified in any respect except as provided herein, nor have any notices of termination been given thereunder, and (d) the Servicer is servicing each Mortgage Loan pursuant to the terms of the Servicing Agreement. The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Servicing Agreement) will be subject to the supervision of the Master Servicer and the Master Servicer, acting on behalf of the Trustee as the owner of the Mortgage Loans, shall have the same rights as are assigned by Assignor to the Assignee under this Agreement, and as will be further assigned by the Assignee to the Trustee, on behalf of the Trust. Such rights that the Master Servicer may enforce will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer. All remittances required to be made to the Trustee, as the successor in interest to the Assignor under the Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account: Xxxxx Fargo Bank, N.A. ABA# 000000000 For credit to: SAS Clearing Acct #: 0000000000 FFC to: GPMF 0000-XX0 Xxxx# 50955200 Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, not later than the tenth calendar day of each month (or if such tenth calendar day is not a Business Day, the immediately succeeding Business Day), the Servicer shall furnish to the Master Servicer (i)(a) monthly loan data in the format of Exhibit 2 or another mutually agreed-upon format, (b) default loan data in the format set forth in Exhibit 3 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer and (c) information regarding the realized losses and gains in the format set forth in Exhibit 4 and Exhibit 5 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer), in each case relating to the period ending on the last day of the preceding calendar month, (ii) all such information required pursuant to clause (i)(a) above on a magnetic tape, upload to an internet website, or other similar media reasonably acceptable to the Master Servicer, and (iii) all supporting documentation with respect to the information required under the preceding paragraph.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GreenPoint Mortgage Funding Trust 2006-Oh1)
Recognition of the Company. 2(a) From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans (absent the servicing rights related thereto) and assign its rights under the PPTL Agreements, the Purchase Agreements and the Servicing Agreement (solely to the extent set forth herein) and this Agreement to U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSR Mortgage Loan Trust 2007-5F (the “Trust”) created pursuant to a Master Servicing and Trust Agreement dated as of December 1, 2007 (the “Trust Agreement”), among GS Mortgage Securities Corp., as depositor, the Trustee, Xxxxx Fargo Bank, N.A., as securities administrator and master servicer (in such capacity, the “Master Servicer”) and the custodians named therein. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, Trustee will be the owner of the Mortgage LoansLoans and the Servicer will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Trust Agreement, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust Trustee (and the Master Servicer acting on the Trustee’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust Trustee (including and the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the TrustTrustee’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the applicable Purchase Agreement and Warranties PPTL Agreement, and the Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the applicable Purchase and Warranties Agreement, and shall be entitled to enforce any and all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including, without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust Trustee (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer acting on the TrustTrustee’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) prior to the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement Servicing Agreement, which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-5f)
Recognition of the Company. 2. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to Soundview Home Loan Trust 2006-A (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2006 (the “Pooling Agreement”), among the Assignee, Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation and Lxxxxx Loan Servicing LP as servicers (including their successors in interest and any successor servicers under the Pooling Agreement, the “Servicers”) and Deutsche Bank National Trust Company, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-A)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans (absent the servicing rights related thereto) and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Deutsche Bank National Trust Company, as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSR Mortgage Loan Trust 2007-AR1 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement dated as of January 1, 2007 (the “Trust Agreement”), among GS Mortgage Securities Corp., as Depositor, the Trustee, Xxxxx Fargo Bank, N.A., as Securities Administrator and Master Servicer (in such capacity, the “Master Servicer”), and each of Xxxxx Fargo Bank, N.A., Deutsche Bank National Trust Company, U.S. Bank National Association and The Bank of New York, as custodians. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, Trustee will be the owner of the Mortgage LoansLoans and the Servicer will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Trust Agreement, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust Trustee (and the Master Servicer acting on the Trustee’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust Trustee (including and the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the TrustTrustee’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase applicable purchase agreement and Warranties the Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreementapplicable purchase agreement, and shall be entitled to enforce any and all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust Trustee (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer acting on the TrustTrustee’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) prior to the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement Servicing Agreement, which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee. From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Trustee in its books and records, shall recognize the Trustee as the owner of the Mortgage Loans and shall service the Mortgage Loans for the benefit of the Trustee pursuant to the Servicing Agreement. The Servicer represents and warrants that (a) the copy of the Servicing Agreement, attached hereto as Exhibit 1, provided to the Assignee is a true, complete and accurate copy of the Servicing Agreement, (b) the Servicing Agreement is in full force and effect as of the date hereof, (c) the provisions thereof have not been waived, amended or modified in any respect except as provided herein, nor have any notices of termination been given thereunder, and (d) the Servicer is servicing each Mortgage Loan currently serviced under the Servicing Agreement pursuant to the terms of the Servicing Agreement. The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Servicing Agreement) will be subject to the supervision of the Master Servicer and the Master Servicer, acting on behalf of the Trustee as the owner of the Mortgage Loans, shall have the same rights as are assigned by Assignor to the Assignee under this Agreement, and as will be further assigned by the Assignee to the Trustee, on behalf of the Trust. Such rights that the Master Servicer may enforce will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer. All remittances required to be made to the Trustee, as the successor in interest to the Assignor under the Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account: XXXXX FARGO BANK, NA ABA# 000000000 FOR CREDIT TO: SAS CLEARING ACCT: 0000000000 REFERENCE: GSR 2007-AR1 Acct # 50981100 Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, not later than the tenth calendar day of each month (or if such tenth calendar day is not a Business Day, the immediately succeeding Business Day), the Servicer shall furnish to the Master Servicer (i)(a) monthly loan data in the format of Exhibit 2 or another mutually agreed-upon format, (b) default loan data in the format set forth in Exhibit 3 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer and (c) information regarding the realized losses and gains in the format set forth in Exhibit 4 and Exhibit 5 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer), in each case relating to the period ending on the last day of the preceding calendar month, (ii) all such information required pursuant to clause (i)(a) above on a magnetic tape, electronic mail, or other similar media reasonably acceptable to the Master Servicer, and (iii) all supporting documentation with respect to the information required under the preceding paragraph.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-Ar1)
Recognition of the Company. 2From and after June 29, 2007 (the “Closing Date”), the Company shall and does hereby recognize that the Assignor will transfer the Mortgage Loans and assign its rights under the SWSA to the Assignee and that the Assignee will thereafter transfer the Mortgage Loans and assign its rights under the SWSA and this Agreement to the Trust created pursuant to a pooling and servicing agreement, dated as of June 1, 2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, National Association, as securities administrator, the Master Servicer and the Trustee. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties AgreementSWSA, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 2.01 of the Purchase and Warranties AgreementSWSA, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser Owner (insofar as they relate to the rights, title and interest and, with respect to obligations of the PurchaserOwner, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement SWSA insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement SWSA which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement SWSA with respect to the Mortgage Loans without the prior written consent of the Trustee and the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans (absent the servicing rights related thereto) and assign its rights under the PPTL Assignments and the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Deutsche Bank National Trust Company, as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSR Mortgage Loan Trust 2006-OA1 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement dated as of August 1, 2006 (the “Trust Agreement”), among GS Mortgage Securities Corp., as Depositor, the Trustee, Deutsche Bank National Trust Company, as a custodian, and Wxxxx Fargo Bank, N.A., as securities administrator (in such capacity, the “Securities Administrator”) and master servicer (in such capacity, the “Master Servicer”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, Trustee will be the owner of the Mortgage LoansLoans and the Servicer will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Trust Agreement, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust Trustee for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust Trustee (including and the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the TrustTrustee’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase applicable purchase agreement, PPTL Assignment and Warranties the Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreementapplicable purchase agreement, and shall be entitled to enforce any and all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust Trustee (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer acting on the TrustTrustee’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) prior to the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement Servicing Agreement, which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee. 195634 GSR 2006-OA1 Avelo AAR (Seller to Depositor) From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Trustee in its books and records, shall recognize the Trustee as the owner of the Mortgage Loans and shall service the Mortgage Loans for the benefit of the Trustee pursuant to the Servicing Agreement. The Servicer represents and warrants that (a) the copy of the Servicing Agreement, attached hereto as Exhibit 1, provided to the Assignee is a true, complete and accurate copy of the Servicing Agreement, (b) the Servicing Agreement is in full force and effect as of the date hereof, (c) the provisions thereof have not been waived, amended or modified in any respect except as provided herein, nor have any notices of termination been given thereunder, and (d) the Servicer is servicing each Mortgage Loan pursuant to the terms of the Servicing Agreement. The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Servicing Agreement) will be subject to the supervision of the Master Servicer and the Master Servicer., acting on behalf of the Trustee as the owner of the Mortgage Loans, shall have the same rights as are assigned by Assignor to the Assignee under this Agreement, and as will be further assigned by the Assignee to the Trustee, on behalf of the Trust. Such rights that the Master Servicer may enforce will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer. All remittances required to be made to the Trustee, as the successor in interest to the Assignor under the Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account: WXXXX FARGO BANK, NA ABA# 100000000 FOR CREDIT TO: SAS CLEARING ACCT: 3000000000 REFERENCE: GSR 2006-OA1 Acct # 50940200 Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, not later than the tenth calendar day of each month (or if such tenth calendar day is not a Business Day, the immediately succeeding Business Day), the Servicer shall furnish to the Master Servicer (i)(a) monthly loan data in the format of Exhibit 2 or another mutually agreed-upon format, (b) default loan data in the format set forth in Exhibit 3 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer and (c) information regarding the realized losses and gains in the format set forth in Exhibit 4 and Exhibit 5 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer), in each case relating to the period ending on the last day of the preceding calendar month, (ii) all such information required pursuant to clause (i)(a) above on a magnetic tape, upload to an internet website, or other similar media reasonably acceptable to the Master Servicer, and (iii) all supporting documentation with respect to the information required under the preceding paragraph. 195634 GSR 2006-OA1 Avelo AAR (Seller to Depositor)
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-Oa1)
Recognition of the Company. 2. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust created under the Pooling and Servicing Agreement Agreement, dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) 2007, among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”), and the Trustee, Trustee HYBRID OPTION ARM MORTGAGE LOANS (the “Pooling and Servicing Agreement”) will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Citibank, N.A. (“Citibank”), as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSAA Home Equity Trust 2007-10 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement, dated as of October 1, 2007 (the “Trust Agreement”), among the Assignee, the Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company, as a custodian and Xxxxx Fargo Bank, N.A., as master servicer (including its successors in interest and any successor servicer under the Trust Agreement, in such capacity, the “Master Servicer”), securities administrator and as a custodian. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage LoansLoans and the Company will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Servicing Agreement as modified hereby, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust (including the Trustee, the Securities Administrator and the Master Servicer acting on the Trust’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Securities Administrator and the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to (A) the Mortgage Loans, under the Purchase and Warranties Agreementapplicable purchase agreement pursuant to which the Owner purchased the related Mortgage Loans from the related Seller, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 5(b) of the Purchase related purchase agreement and Warranties Agreement, (B) the Servicing Agreement and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer Company acting on the Trust’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) after the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2007-10)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans (absent the servicing rights related thereto) and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSR Mortgage Loan Trust 2007-4F (the “Trust”) created pursuant to a Master Servicing and Trust Agreement dated as of June 1, 2007 (the “Trust Agreement”), among GS Mortgage Securities Corp., as Depositor, the Trustee, as trustee and as a custodian, Deutsche Bank National Trust Company, as a custodian, and Xxxxx Fargo Bank, N.A., as Securities Administrator and Master Servicer (the “Master Servicer”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, Trustee will be the owner of the Mortgage LoansLoans and the Servicer will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Trust Agreement, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust Trustee (and the Master Servicer acting on the Trustee’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust Trustee (including and the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the TrustTrustee’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase applicable purchase agreement and Warranties the Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreementapplicable purchase agreement, and shall be entitled to enforce any and all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust Trustee (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer acting on the TrustTrustee’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) prior to the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement Servicing Agreement, which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee. From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Trustee in its books and records, shall recognize the Trustee as the owner of the Mortgage Loans and shall service the Mortgage Loans for the benefit of the Trustee pursuant to the Servicing Agreement. The Servicer represents and warrants that (a) the copy of the Servicing Agreement, attached hereto as Exhibit 1, provided to the Assignee is a true, complete and accurate copy of the Servicing Agreement, (b) the Servicing Agreement is in full force and effect as of the date hereof, (c) the provisions thereof have not been waived, amended or modified in any respect except as provided herein, nor have any notices of termination been given thereunder, and (d) the Servicer is servicing each Mortgage Loan currently serviced under the Servicing Agreement pursuant to the terms of the Servicing Agreement. The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Servicing Agreement) will be subject to the supervision of the Master Servicer and the Master Servicer, acting on behalf of the Trustee as the owner of the Mortgage Loans, shall have the same rights as are assigned by Assignor to the Assignee under this Agreement, and as will be further assigned by the Assignee to the Trustee, on behalf of the Trust. Such rights that the Master Servicer may enforce will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer. All remittances required to be made to the Trustee, as the successor in interest to the Assignor under the Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account: XXXXX FARGO BANK, NA ABA# 000000000 FOR CREDIT TO: SAS CLEARING ACCT: 0000000000 REFERENCE: GSR 2007-4F Acct # 53160900 Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, not later than the tenth calendar day of each month (or if such tenth calendar day is not a Business Day, the immediately succeeding Business Day), the Servicer shall furnish to the Master Servicer (i)(a) monthly loan data in the format of Exhibit 2 or another mutually agreed-upon format, (b) default loan data in the format set forth in Exhibit 3 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer and (c) information regarding the realized losses and gains in the format set forth in Exhibit 4 and Exhibit 5 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer), in each case relating to the period ending on the last day of the preceding calendar month, (ii) all such information required pursuant to clause (i)(a) above on a magnetic tape, electronic mail, or other similar media reasonably acceptable to the Master Servicer, and (iii) all supporting documentation with respect to the information required under the preceding paragraph.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-4f)
Recognition of the Company. 2. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust created under the Pooling and Servicing Agreement Agreement, dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) 2007, among the Assignor, Xxxxx Wxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”), and the Trustee, Trustee (the “Pooling and Servicing Agreement”) will be the owner of the Mortgage Loans, (ii) AGGREGATE GROUP I MORTGAGE LOANS notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Wxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Citibank N.A. (“Citibank”), as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSAA Home Equity Trust 2007-8 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement, dated as of July 1, 2007 (the “Trust Agreement”), among the Assignee, the Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company (“Deutsche Bank”), as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Wxxxx Fargo Bank, National Association, as master servicer (including its successors in interest and any successor servicer under the Trust Agreement, in such capacity, the “Master Servicer”), securities administrator and as a custodian. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage LoansLoans and the Company will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Servicing Agreement as modified hereby, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to (A) the Mortgage Loans, under the Purchase and Warranties Agreementapplicable purchase agreement pursuant to which the Owner purchased the related Mortgage Loans from the related Seller, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 5(b) of the Purchase related purchase agreement and Warranties Agreement, (B) the Servicing Agreement and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer Company acting on the Trust’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) after the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assumption and Recognition Agreement (GSAA Home Equity Trust 2007-8)
Recognition of the Company. 2From and after October 31, 2007 (the “Closing Date”), the Company shall and does hereby recognize that the Assignor will transfer the Mortgage Loans and assign its rights under the SWSA to the Assignee and that the Assignee will thereafter transfer the Mortgage Loans and assign its rights under the SWSA and this Agreement to the Trust created pursuant to a pooling and servicing agreement, dated as of October 1, 2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, National Association, as securities administrator, the Master Servicer and the Trustee. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner purchaser of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties AgreementSWSA, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 2.01 of the Purchase and Warranties AgreementSWSA, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement SWSA insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement SWSA which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement SWSA with respect to the Mortgage Loans without the prior written consent of the Trustee and the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar)
Recognition of the Company. 2From and after November 30, 2007 (the “Closing Date”), the Company shall and does hereby recognize that the Assignor will transfer the Mortgage Loans and assign its rights under the SWSA to the Assignee and that the Assignee will thereafter transfer the Mortgage Loans and assign its rights under the SWSA and this Agreement to the Trust created pursuant to a pooling and servicing agreement, dated as of November 1, 2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, National Association, as securities administrator, the Master Servicer and the Trustee. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties AgreementSWSA, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 2.01 of the Purchase and Warranties AgreementSWSA, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement SWSA insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement SWSA which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement SWSA with respect to the Mortgage Loans without the prior written consent of the Trustee and the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Citibank, N.A. (“Citibank”), as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSAA Home Equity Trust 2007-9 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement, dated as of September 1, 2007 (the “Trust Agreement”), among the Assignee, the Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo Bank, N.A., as master servicer (including its successors in interest and any successor servicer under the Trust Agreement, in such capacity, the “Master Servicer”), securities administrator and as a custodian. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage LoansLoans and the Company will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Servicing Agreement as modified hereby, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust (including the Trustee, the Securities Administrator and the Master Servicer acting on the Trust’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Securities Administrator and the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to (A) the Mortgage Loans, under the Purchase and Warranties Agreementapplicable purchase agreement pursuant to which the Owner purchased the related Mortgage Loans from the related Seller, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 5(b) of the Purchase related purchase agreement and Warranties Agreement, (B) the Servicing Agreement and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer Company acting on the Trust’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) after the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assumption and Recognition Agreement (GSAA Home Equity Trust 2007-9)
Recognition of the Company. 2. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November February 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-5ax)
Recognition of the Company. 2. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to the trust created pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2006 (the “Pooling Agreement”), among the Assignee, Ameriquest Mortgage Company, Xxxxx Fargo Bank, N.A. and Opteum Financial Services, LLC (the “Servicers”), Xxxxx Fargo Bank, N.A. (the “Trust Administrator” and the “Master Servicer”) and U.S. Bank, National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Trust Administrator and the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Company under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Fx1)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Deutsche Bank National Trust Company (“Deutsche Bank”), as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSAA Home Equity Trust 2007-4 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement, dated as of March 1, 2007 (the “Trust Agreement”), among the Assignee, the Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo Bank, National Association, as master servicer (including its successors in interest and any successor servicer under the Trust Agreement, in such capacity, the “Master Servicer”), securities administrator and as a custodian. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage LoansLoans and the Company will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Servicing Agreement as modified hereby, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to (A) the Mortgage Loans, under the Purchase and Warranties Agreementapplicable purchase agreement pursuant to which the Owner purchased the related Mortgage Loans from the related Seller, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 5(b) of the Purchase related purchase agreement and Warranties Agreement, (B) the Servicing Agreement and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer Company acting on the Trust’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) after the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2007-4)
Recognition of the Company. 2. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to Soundview Mortgage Loan Trust 2005-4 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2005 (the “Pooling Agreement”), among the Assignee, Countrywide Home Loans Servicing LP, JPMorgan Chase Bank, National Association and National City Home Loan Services, Inc. as servicers (including their successors in interest and any successor servicers under the Pooling Agreement, the “Servicers”) and Deutsche Bank National Trust Company, as trustee (including its successors in interest and any successor trustee under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing and each of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicers acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and each of the Master Servicer Servicers acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Recognition of the Company. 2. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November January 1, 2007 2006 (the “"Pooling and Servicing Agreement”") among the Assignor, Xxxxx Wells Fargo Bank, National Association, as master servicer (the “Master "Xxxter Servicer”") and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s 's behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Sale and Warranties Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase Sale and Warranties Servicing Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase Sale and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Sale and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s 's performance under the Purchase Sale and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to , as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”), of the (the “Trust”) created pursuant to a Pooling and Servicing Agreement or Trust Agreement, dated as of (the “Pooling Agreement”), among the Assignee, the Trustee and , as servicer (including its successors in interest and any successor servicer under the Pooling Agreement, the “Servicer”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage LoansLoans and the Servicer will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Pooling Agreement, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement and Warranties the Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 6.03 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article 10 of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer acting on the Trust’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) prior to the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Flow Servicing Agreement (GSR Mortgage Loan Trust 2006-1f)
Recognition of the Company. 2From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2007-HE2 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Option One Mortgage Corporation and Barclays Capital Real Estate Inc. d/b/a HomEq Servicing as servicers (the “Servicers”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Trust Administrator and the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iviii) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2007-He2)
Recognition of the Company. 2From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE3 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2006 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), HomEq Servicing Corporation as servicer (the “Servicer”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Trust Administrator, the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (Master Servicer and the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iviii) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee Trustee, the Trust Administrator, the Master Servicer and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He3)
Recognition of the Company. 2. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November April 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Sale and Warranties Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase Sale and Warranties Servicing Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase Sale and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Sale and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Sale and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax)
Recognition of the Company. 2From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE2 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2006 (the “Pooling Agreement”), among the Assignee, Welxx Xxrgo Bank, N.A. as master servicer, serivcer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer”, “Servicer” or “Trust Administrator”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Trust Administrator, the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (Master Servicer and the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iviii) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee Trustee, the Trust Administrator, the Master Servicer and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Assignment and Recognition Agreement (MASTR Asset Backed Securities Trust 2006-He2)
Recognition of the Company. 2From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE4 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2006 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Xxxxx Fargo Bank, N.A. and Barclays Capital Real Estate Inc. d/b/a HomEq Servicing as servicers (the “Servicers”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Trust Administrator, the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (Master Servicer and the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iviii) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee Trustee, the Trust Administrator, the Master Servicer and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Assignment and Recognition Agreement (MASTR Asset Backed Securities Trust 2006-He4)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans (absent the servicing rights related thereto) and assign its rights under the PPTL Assignments and the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Deutsche Bank National Trust Company, as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSR Mortgage Loan Trust 2007-OA1 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement dated as of April 1, 2007 (the “Trust Agreement”), among GS Mortgage Securities Corp., as Depositor, the Trustee, Wxxxx Fargo Bank, N.A., as Securities Administrator and Master Servicer (in such capacity, the “Master Servicer”), and each of Deutsche Bank National Trust Company and U.S. Bank National Association, as custodians. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, Trustee will be the owner of the Mortgage LoansLoans and the Servicer will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Trust Agreement, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust Trustee (and the Master Servicer acting on the Trustee’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust Trustee (including and the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the TrustTrustee’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase applicable purchase agreement, the PPTL Assignments and Warranties the Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreementapplicable purchase agreement, and shall be entitled to enforce any and all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust Trustee (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer acting on the TrustTrustee’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) prior to the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement Servicing Agreement, which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee. From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Trustee in its books and records, shall recognize the Trustee as the owner of the Mortgage Loans and shall service the Mortgage Loans for the benefit of the Trustee pursuant to the Servicing Agreement. The Servicer represents and warrants that (a) the copy of the Servicing Agreement, attached hereto as Exhibit 1, provided to the Assignee is a true, complete and accurate copy of the Servicing Agreement, (b) the Servicing Agreement is in full force and effect as of the date hereof, (c) the provisions thereof have not been waived, amended or modified in any respect except as provided herein, nor have any notices of termination been given thereunder, and (d) the Servicer is servicing each Mortgage Loan currently serviced under the Servicing Agreement pursuant to the terms of the Servicing Agreement. The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Servicing Agreement) will be subject to the supervision of the Master Servicer and the Master Servicer, acting on behalf of the Trustee as the owner of the Mortgage Loans, shall have the same rights as are assigned by Assignor to the Assignee under this Agreement, and as will be further assigned by the Assignee to the Trustee, on behalf of the Trust. Such rights that the Master Servicer may enforce will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer. All remittances required to be made to the Trustee, as the successor in interest to the Assignor under the Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account: WXXXX FARGO BANK, NA ABA# 100000000 FOR CREDIT TO: SAS CLEARING ACCT: 3000000000 REFERENCE: GSR 2007-OA1 Acct # 53148600 Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, not later than the tenth calendar day of each month (or if such tenth calendar day is not a Business Day, the immediately succeeding Business Day), the Servicer shall furnish to the Master Servicer (i)(a) monthly loan data in the format of Exhibit 2 or another mutually agreed-upon format, (b) default loan data in the format set forth in Exhibit 3 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer and (c) information regarding the realized losses and gains in the format set forth in Exhibit 4 and Exhibit 5 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer), in each case relating to the period ending on the last day of the preceding calendar month, (ii) all such information required pursuant to clause (i)(a) above on a magnetic tape, electronic mail, or other similar media reasonably acceptable to the Master Servicer, and (iii) all supporting documentation with respect to the information required under the preceding paragraph.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-Oa1)
Recognition of the Company. 21. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to Soundview Home Loan Trust 2006-WF1 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2006 (the “Pooling Agreement”), among the Assignee, the Company and Deutsche Bank National Trust Company as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Company acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer Company acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Wf1)
Recognition of the Company. 2From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE2 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2006 (the “Pooling Agreement”), among the Assignee, Welxx Xxrgo Bank, N.A. as master servicer, serivcer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer”, “Servicer” or “Trust Administrator”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Assignment and Recognition Agreement (MASTR Asset Backed Securities Trust 2006-He2)
Recognition of the Company. 2From and after May 31, 2007 (the “Closing Date”), the Company shall and does hereby recognize that the Assignor will transfer the Mortgage Loans and assign its rights under the SWSA to the Assignee and that the Assignee will thereafter transfer the Mortgage Loans and assign its rights under the SWSA and this Agreement to the Trust created pursuant to a pooling and servicing agreement, dated as of May 1, 2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, National Association, as securities administrator, the Master Servicer and the Trustee. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties AgreementSWSA, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 2.01 of the Purchase and Warranties AgreementSWSA, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser Owner (insofar as they relate to the rights, title and interest and, with respect to obligations of the PurchaserOwner, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement SWSA insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement SWSA which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement SWSA with respect to the Mortgage Loans without the prior written consent of the Trustee and the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Deutsche Bank National Trust Company (“Deutsche Bank”), as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSAA Home Equity Trust 2007-5 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement, dated as of April 1, 2007 (the “Trust Agreement”), among the Assignee, the Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Wxxxx Fargo Bank, National Association, as master servicer (including its successors in interest and any successor servicer under the Trust Agreement, in such capacity, the “Master Servicer”), securities administrator and as a custodian. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage LoansLoans and the Company will be the servicer of the Mortgage Loans on or after the applicable Securitization Closing Date pursuant to the terms set forth in the Servicing Agreement as modified hereby, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to (A) the Mortgage Loans, under Loans and (B) the Purchase and Warranties Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 Article II of the Purchase and Warranties Servicing Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article III of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer acting on the Trust’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) after the Securitization Closing Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer. Notwithstanding anything to the contrary in the Servicing Agreement, on or before March 15 of each calendar year, commencing in 2008, the Servicer shall deliver to the Purchaser, the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Purchase, the Master Servicer and the Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address the “Applicable Servicing Criteria” set forth on Exhibit C attached hereto as applicable.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2007-5)
Recognition of the Company. 2. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November July 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-12)
Recognition of the Company. 2From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-NC3 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2006 (the “Pooling Agreement”), among the Assignee, Wxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Barclays Capital Real Estate Inc. d/b/a HomEq Servicing, as servicer (including its successors in interest and any successor servicer under the Pooling Agreement, the “Servicer”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Trust Administrator, the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (Master Servicer and the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, Loans and (iviii) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee Trustee, the Trust Administrator, the Master Servicer and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Nc3)
Recognition of the Company. 2. From and after November 30, 2007 (the “Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights and obligations under the Sale and Servicing Agreement (solely to the extent set forth herein) and this Agreement to the Trust created pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2007 (the “Pooling Agreement”), among the Assignee, the Trustee and Xxxxx Fargo Bank, National Association, as master servicer and as securities administrator. The Company hereby acknowledges and agrees that from and after the date hereof Closing Date (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) except as provided in the preceding paragraph, the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Sale and Warranties AgreementServicing Agreement (as modified by Section 6 below), including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase Sale and Warranties Servicing Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of Custodian or the representations, warranties and covenants of the Company) Bailee under the Purchase Sale and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Such rights will include, without limitation, the right to terminate the Company, as servicer (in such capacity, the “Servicer”), under the Sale and Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Sale and Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Sale and Servicing Agreement, the right to examine the books and records of the Servicer to the extent provided in the Sale and Servicing Agreement, indemnification rights and the right to exercise certain rights of consent and approval relating to actions taken by Assignor. Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase Sale and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Sale and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.. The Servicer shall make all distributions under the Servicing Agreement to the Master Servicer by wire transfer of immediately available funds to: Xxxxx Fargo Bank, National Association ABA Number: 000-000-000 Account Name: Corporate Trust Clearing Account number: 0000000000 For further credit to: 53188900, MSM 2007-15AR The Servicer shall deliver all reports required to be delivered under the Servicing Agreement to the Master Servicer at the following address: Xxxxx Fargo Bank, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Client Xxxxxxx, XXX 0000-00XX Office Number: (000) 000-0000 Telecopier: (000) 000-0000
Appears in 1 contract
Samples: Assignment and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Deutsche Bank National Trust Company (“Deutsche Bank”), as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSAA Home Equity Trust 2007-4 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement, dated as of March 1, 2007 (the “Trust Agreement”), among the Assignee, the Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo Bank, National Association, as master servicer (including its successors in interest and any successor servicer under the Trust Agreement, in such capacity, the “Master Servicer”), securities administrator and as a custodian. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage LoansLoans and the Company will be the servicer of the Mortgage Loans on or after the applicable Securitization Closing Date pursuant to the terms set forth in the Servicing Agreement as modified hereby, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to (A) the Mortgage Loans, under Loans and (B) the Purchase and Warranties Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 Article II of the Purchase and Warranties Servicing Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article III of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer acting on the Trust’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) after the Securitization Closing Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer. Notwithstanding anything to the contrary in the Servicing Agreement, on or before March 15 of each calendar year, commencing in 2007, the Servicer shall deliver to the Purchaser, the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Purchase, the Master Servicer and the Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address the “Applicable Servicing Criteria” set forth on Exhibit C attached hereto as applicable.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2007-4)
Recognition of the Company. 2From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-AM3 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2006 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. (including its successors in interest and any successor master servicers or trust administrators under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Ocwen Loan Servicing, LLC (including its successors in interest and any successor servicers under the Pooling Agreement, the “Servicer”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Trust Administrator, the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (Master Servicer and the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, Loans and (iviii) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee Trustee, the Trust Administrator, the Master Servicer and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, waive or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Am3)
Recognition of the Company. 2From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Deutsche Bank National Trust Company (“Deutsche Bank”), as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSAA Home Equity Trust 2007-5 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement, dated as of April 1, 2007 (the “Trust Agreement”), among the Assignee, the Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo Bank, National Association, as master servicer (including its successors in interest and any successor servicer under the Trust Agreement, in such capacity, the “Master Servicer”), securities administrator and as a custodian. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage LoansLoans and the Company will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Servicing Agreement as modified hereby, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as they relate to the enforcement of the representations, warranties and covenants with respect it relates to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to (A) the Mortgage Loans, under the Purchase and Warranties Agreementapplicable purchase agreement pursuant to which the Owner purchased the related Mortgage Loans from the related Seller, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 5(b) of the Purchase related purchase agreement and Warranties Agreement, (B) the Servicing Agreement and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Mortgage Loans, Loans shall be deemed to refer to the Trust (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer Company acting on the Trust’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company 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) after the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2007-5)
Recognition of the Company. 2From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2007-HE2 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Option One Mortgage Corporation and Barclays Capital Real Estate Inc. d/b/a HomEq Servicing as servicers (the “Servicers”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Trust Administrator, the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (Master Servicer and the “Master Servicer”) Servicers acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iviii) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and Trustee, the Trust Administrator, the Master Servicer and the Servicers acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2007-He2)
Recognition of the Company. 2(a) From and after the date hereof (the “Securitization Closing Date”), the Company shall and does hereby recognize that the Assignee will transfer the Conduit Mortgage Loans (absent the servicing rights related thereto) and assign its rights under the PPTL Agreements, the Purchase Agreements and the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Deutsche Bank National Trust Company, as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “Trustee”), of the GSR Mortgage Loan Trust 2007-OA2 (the “Trust”) created pursuant to a Master Servicing and Trust Agreement dated as of October 1, 2007 (the “Trust Agreement”), among GS Mortgage Securities Corp., as Depositor, the Trustee, Xxxxx Fargo Bank, N.A., as Securities Administrator and Master Servicer (in such capacity, the “Master Servicer”) and Deutsche Bank National Trust Company, as custodian (the “Custodian”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, Trustee will be the owner of the Conduit Mortgage LoansLoans and the Servicer will be the servicer of the Conduit Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Trust Agreement, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust Trustee (and the Master Servicer acting on the Trustee’s behalf) for performance of any obligations of the Assignor under the Conduit Mortgage Loans and the Servicing Agreement (solely insofar as they relate it relates to the enforcement of the representations, warranties and covenants with respect to the Conduit Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor ) (except for performance of any such obligations of the Assignor that have not been assigned to Assignee and its successors as set forth hereinretained by the Assignor hereunder), (iii) the Trust Trustee (including and the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the TrustTrustee’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Conduit Mortgage Loans, under the applicable Purchase Agreement, the PPTL Agreements and Warranties the Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreementapplicable purchase agreement, and shall be entitled to enforce any and all of the obligations of the Company thereunder insofar as they relate to the Conduit Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Owner under the Purchase and Warranties Servicing Agreement insofar as they relate to the Conduit Mortgage Loans, Loans shall be deemed to refer to the Trust Trustee (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Master Servicer acting on the TrustTrustee’s behalf) and (v) the Conduit Mortgage Loans will be part of a REMIC, and the Company shall service the Conduit 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 Conduit Mortgage Loan) prior to the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to 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). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement Servicing Agreement, which amendment, modification, waiver or other alteration would in any way affect the Conduit Mortgage Loans or the Company’s performance under the Purchase and Warranties Servicing Agreement with respect to the Conduit Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR 2007-Oa2)
Recognition of the Company. 2Section. 2 From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to Citigroup Mortgage Loan Trust 2007-AHL1 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of February 1, 2007 (the “Pooling Agreement”), among the Assignee, U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”), Citibank, N.A., as trust administrator (the “Trust Administrator”), Xxxxx Fargo Bank, N.A., as servicer (including its successors in interest and any successor servicer under the Pooling Agreement, the “Servicer”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to and the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) Company under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ahl1)
Recognition of the Company. 2From and after April 30, 2007 (the “Closing Date”), the Company shall and does hereby recognize that the Assignor will transfer the Mortgage Loans and assign its rights under the SWSA to the Assignee and that the Assignee will thereafter transfer the Mortgage Loans and assign its rights under the SWSA and this Agreement to the Trust created pursuant to a pooling and servicing agreement, dated as of April 1, 2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, National Association, as securities administrator, the Master Servicer and the Trustee. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties AgreementSWSA, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 2.01 of the Purchase and Warranties AgreementSWSA, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser Owner (insofar as they relate to the rights, title and interest and, with respect to obligations of the PurchaserOwner, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement SWSA insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiverwaive, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement SWSA which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement SWSA with respect to the Mortgage Loans without the prior written consent of the Trustee and the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax)
Recognition of the Company. 2From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE5 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2006 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Barclays Capital Real Estate Inc. d/b/a HomEq Servicing as servicer (the “Servicer”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Trust Administrator, the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (Master Servicer and the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, Loans and (iviii) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee Trustee, the Trust Administrator, the Master Servicer and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Assignment and Recognition Agreement (MASTR Asset Backed Securities Trust 2006-He5)
Recognition of the Company. 2From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE5 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2006 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Barclays Capital Real Estate Inc. d/b/a HomEq Servicing as servicer (the “Servicer”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee andTrustee, with respect to the servicing of Trust Administrator, the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (Master Servicer and the “Master Servicer”) Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iviii) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee Trustee, the Trust Administrator, the Master Servicer and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master ServicerTrustee.
Appears in 1 contract
Samples: Assignment and Recognition Agreement (MASTR Asset Backed Securities Trust 2006-He5)