EXHIBIT 99.5
EXECUTION
SUBSERVICING AGREEMENT
This SUBSERVICING AGREEMENT dated as of October 1, 2006 (this "Agreement"),
is by and between Ocwen Loan Servicing, LLC, a Delaware limited liability
company (together with any successor in interest, the "Servicer") and Aegis
Mortgage Corporation, a Delaware corporation (the "Subservicer").
WITNESSETH:
WHEREAS, Schedule I attached hereto and made a part hereof identifies a
pool of conventional, first and second lien, adjustable and fixed rate, fully
amortizing and balloon, residential mortgage loans (collectively, the "Mortgage
Loans") conveyed by Aegis Asset Backed Securities Corporation (the "Depositor")
to Aegis Asset Backed Securities Trust 2006-1 (the "Trust" or the "Issuer"),
pursuant to the terms of a transfer and servicing agreement (the "Transfer and
Servicing Agreement") dated as of October 1, 2006, a copy of which is attached
hereto as Exhibit A, among the Issuer, the Depositor, Aegis REIT Corporation, as
seller, Xxxxx Fargo Bank, N.A., as master servicer and administrator (in such
capacity, the "Administrator"), the Servicer and Deutsche Bank National Trust
Company, as indenture trustee (the "Indenture Trustee") and as custodian;
WHEREAS, the parties to this Agreement intend that, effective as of the
Closing Date, the Mortgage Loans shall be serviced by the Subservicer on behalf
of the Servicer pursuant to the provisions of Section 3.2 of the Transfer and
Servicing Agreement;
NOW THEREFORE, in consideration of the mutual promises herein made and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions.
Aegis Subservicing Fee: With respect to any Distribution Date and each
Mortgage Loan, an amount equal to the product of (a) one-twelfth of the Aegis
Subservicing Fee Rate and (b) the outstanding principal balance of such Mortgage
Loan as of the first day of the related Collection Period.
Aegis Subservicing Fee Rate: With respect to each Mortgage Loan, 0.485% per
annum.
LBB: Xxxxxx Brothers Bank, FSB or its permitted successors and assigns
under the Subservicing Advance Agreement.
Ocwen Servicing Fee: With respect to any Distribution Date and each
Mortgage Loan, an amount equal to the product of (a) one-twelfth of the Ocwen
Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage
Loan as of the first day of the related Collection Period.
Ocwen Servicing Fee Rate: With respect to each Mortgage Loan, 0.015% per
annum.
Subservicer Event of Default: Either of (a) any one of the events,
conditions or circumstances enumerated in Section 7.1(a) of the Transfer and
Servicing Agreement; provided that references to "Servicer" in such Section
shall be deemed to be references to "Subservicer" for the purposes of this
Agreement, or (b) receipt of notice from LBB of the occurrence of an Event of
Default (as defined in the Subservicing Advance Agreement) under the
Subservicing Advance Agreement.
Subservicer Termination Event: A Subservicer Termination Event shall have
occurred if either (a) the Delinquency Rate for any month exceeds [[20.00]]% or
(b) Cumulative Realized Losses incurred from the Cut-off Date through the last
day of the related Collection Period, expressed as a percentage of the Cut-off
Date Balance as of any date exceeds [[7.75]]%.
Subservicing Advance Agreement: The subservicing advance agreement between
LBB and Aegis Mortgage Corporation dated as of October 30, 2006, as the same may
be amended from time to time.
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Transfer and Servicing Agreement.
Section 2. Subservicing of Mortgage Loans.
(a) The Subservicer shall service the Mortgage Loans from and after the
Closing Date in accordance with the servicing provisions of Article III of the
Transfer and Servicing Agreement and pursuant to the Servicing Standard, and
provide the reports required under Sections 4.4 and 4.5 of the Transfer and
Servicing Agreement, in all cases, in the same manner and subject to the same
terms as if the Subservicer were the "Servicer" under the Transfer and Servicing
Agreement. The duties and obligations of the Subservicer shall include all of
the duties and obligations to be fulfilled and performed by the Servicer in the
ordinary course of servicing the Mortgage Loans, such as, by way of illustration
and not limitation, collection of payments and other recoveries, payment of
taxes and insurance premiums, reporting and remitting, all at the time and in
the manner prescribed in the Transfer and Servicing Agreement; provided,
however, that copies of any and all reports, statements and notifications that
the Subservicer shall be required to provide or deliver in accordance with the
servicing provisions of Article III and Article IV of the Transfer and Servicing
Agreement shall simultaneously be delivered to the Servicer; and provided,
further, that copies of confirmations of any and all payments or remittances
that the Subservicer shall be required to pay or remit in accordance with the
servicing provisions of Article III of the Transfer and Servicing Agreement
shall be provided to the Servicer. The Subservicer shall simultaneously deliver
to LBB copies of any reports that identify the amount of Advances made or the
amount of recoveries received with respect to Advances made by LBB.
(b) On a monthly basis the Servicer shall (i) verify that the Subservicer's
reporting and remitting are mathematically accurate and are being performed in
accordance with the terms of the Transfer and Servicing Agreement; (ii) verify
that the custodial account reconciliations are being performed according to
Uniform Single Attestation Program for Mortgage Bankers guidelines; and (iii)
monitor the Delinquency Rate and identify any substantial increases or decreases
on a monthly basis. The Servicer shall have the right to request and the
Subservicer
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shall afford the Servicer reasonable access to any and all reports, information
or on-site visits as the Servicer shall deem necessary to ensure that the
Subservicer is servicing the Mortgage Loans in accordance with the terms of the
Transfer and Servicing Agreement; provided that any such access shall be
afforded only upon five Business Days' prior written notice (or without prior
written notice in the event a Subservicer Event of Default or Subservicer
Termination Event shall have occurred and be continuing) and during normal
business hours at the office designated by the Subservicer. In addition, the
Subservicer shall cooperate with any party exercising its audit rights with
respect to the Servicer or the Subservicer provided under Section 10.9 of the
Transfer and Servicing Agreement.
The Servicer shall promptly notify LBB upon discovery of (i) any inaccuracy
in the Subservicer's reports with respect to the amount of Advances made or the
amount of recoveries received with respect to Advances made (including, without
limitation, any recoveries or reimbursements pursuant to Section 7.1(c) of the
Transfer and Servicing Agreement) and (ii) any information relating to the
failure of the Subservicer to deposit all amounts required to be deposited into
the Custodial Account, including any amounts payable as reimbursement of
Advances.
(c) On each Servicer Remittance Date, the Subservicer shall remit to the
Servicer, without reduction for Compensating Interest or any other amounts, an
amount equal to the applicable Ocwen Servicing Fee for the related Collection
Period by wire transfer of immediately available funds to an account designated
by the Servicer.
(d) In the event that the Subservicer fails to make any payment or
remittance required under the Transfer and Servicing Agreement by the date such
payment or remittance was required to be made and the Servicer or Master
Servicer makes such payment or remittance, the Subservicer shall pay to the
Servicer or the Master Servicer, as applicable, the amount of such payment or
remittance plus interest thereon at a per annum rate equal to the Prime Rate
plus 3.0%, accruing from the date on which such payment or remittance was due to
but not including the date of payment of such amount by the Subservicer.
(e) The parties hereto agree and acknowledge, for the avoidance of doubt,
that LBB is in no way responsible for the payment of any amounts owed by the
Subservicer to the Servicer or the Master Servicer pursuant to Section 2(d)
above or otherwise hereunder.
Section 3. Representations and Warranties of the Subservicer and the
Servicer.
(a) The Subservicer represents and warrants to the Servicer that, as of the
Closing Date:
(i) the Subservicer is a corporation licensed as a mortgage banker
duly organized, validly existing and in good standing under the laws of the
state of its incorporation and has, and had at all relevant times, full
corporate power to service the Mortgage Loans, to own its property, to
carry on its business as presently conducted and to enter into and perform
its obligations under this Agreement. The Subservicer has all necessary
licenses and is qualified to transact business (including, without
limitation, the servicing of residential mortgage loans) in and is in good
standing under the laws of each
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state where a Mortgaged Property is located or is otherwise exempt under
applicable law from such qualification or is otherwise not required under
applicable law to effect such qualification and no demand for such
qualification has been made upon the Subservicer by any state having
jurisdiction;
(ii) the execution and delivery of this Agreement by the Subservicer
and the performance by it of and compliance with the terms of this
Agreement will not (A) violate the Subservicer's articles of incorporation
or by-laws or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, or result in the breach
or acceleration of, any material contract, agreement or other instrument to
which the Subservicer is a party or which may be applicable to the
Subservicer or any of its assets or (B) result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such contract, agreement or other instrument;
(iii) the Subservicer has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement to be
consummated by it, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and delivered this
Agreement. This Agreement, assuming due authorization, execution and
delivery by the other party hereto, constitutes a valid, legal and binding
obligation of the Subservicer, enforceable against it in accordance with
the terms hereof, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium or other similar laws
relating to or affecting the rights of creditors generally, and by general
equity principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law);
(iv) the Subservicer is not in violation of, and the execution and
delivery of this Agreement by the Subservicer and the performance by it and
compliance with the terms of this Agreement will not constitute a violation
with respect to, any order or decree of any court or any order or
regulation of any federal, state, municipal or governmental agency having
jurisdiction, which violation would materially and adversely affect the
condition (financial or otherwise) or operations of the Subservicer or any
of its properties or materially and adversely affect the performance of any
of its duties hereunder;
(v) there are no actions or proceedings against, or investigations of,
the Subservicer pending or, to the knowledge of the Subservicer,
threatened, before any court, administrative agency or other tribunal (A)
that, if determined adversely, would prohibit its entering into this
Agreement, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or (C) that, if determined
adversely, would prohibit or materially and adversely affect the
performance by the Subservicer of any of its obligations under, or the
validity or enforceability of, this Agreement;
(vi) no consent, approval, authorization, license or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Subservicer of or compliance by the
Subservicer with this Agreement, or if required,
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such consent, approval, authorization, license or order has been obtained
prior to the Closing Date;
(vii) the Subservicer does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant contained
in this Agreement;
(viii) no consent, approval, authorization, license or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Subservicer of or compliance by the
Subservicer with this Agreement, or if required, such consent, approval,
authorization, license or order has been obtained prior to the Closing
Date;
(ix) the Subservicer has the facilities, procedures and experienced
personnel necessary for the sound servicing of mortgage loans of the same
type as the Mortgage Loans. The Subservicer is in good standing to service
mortgage loans, and no event has occurred, including a change in insurance
coverage, which would make the Subservicer unable to service the Mortgage
Loans; and
(x) any reports, statements, notifications or certificates provided by
the Subservicer to the Servicer pursuant to this Agreement will be accurate
in all material respects.
(b) The Servicer represents and warrants to the Subservicer that, as of the
Closing Date:
(i) the Servicer is duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its organization and has,
and had at all relevant times, full corporate power to service the Mortgage
Loans, to own its property, to carry on its business as presently conducted
and to enter into and perform its obligations under this Agreement. The
Servicer has all necessary licenses and is qualified to transact business
in and is in good standing under the laws of each state where any Mortgaged
Property is located or is otherwise exempt under applicable law from such
qualification or is otherwise not required under applicable law to effect
such qualification and no demand for such qualification has been made upon
the Servicer by any state having jurisdiction;
(ii) the execution and delivery of this Agreement by the Servicer and
the performance by it and compliance with the terms of this Agreement will
not (A) violate the Servicer's charter or by-laws or constitute a default
(or an event which, with notice or lapse of time or both, would constitute
a default) under, or result in the breach or acceleration of, any material
contract, agreement or other instrument to which the Servicer is a party or
which may be applicable to the Servicer or any of its assets or (B) result
in the creation or imposition of any lien, charge or encumbrance upon any
of its properties pursuant to the terms of any such contract, agreement or
other instrument;
(iii) the Servicer has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement to be
consummated by it, has duly authorized the execution, delivery and
performance of this Agreement, and has duly
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executed and delivered this Agreement. This Agreement, assuming due
authorization, execution and delivery by the other party hereto,
constitutes a valid, legal and binding obligation of the Servicer,
enforceable against it in accordance with the terms hereof, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other similar laws relating to or affecting the
rights of creditors generally, and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law);
(iv) the Servicer is not in violation of, and the execution and
delivery of this Agreement by the Servicer and the performance by it and
compliance with the terms of this Agreement will not constitute a violation
with respect to any order or decree of any court or any order or regulation
of any federal, state, municipal or governmental agency having
jurisdiction, which violation would materially and adversely affect the
condition (financial or otherwise) or operations of the Servicer or any of
its properties or materially and adversely affect the performance of any of
its duties hereunder;
(v) there are no actions or proceedings against, or investigations of,
the Servicer pending or, to the knowledge of the Servicer, threatened,
before any court, administrative agency or other tribunal (A) that, if
determined adversely, would prohibit its entering into this Agreement, (B)
seeking to prevent the consummation of any of the transactions contemplated
by this Agreement or (C) that, if determined adversely, would prohibit or
materially and adversely affect the performance by the Servicer of any of
its obligations under, or the validity or enforceability of, this
Agreement;
(vi) the consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer;
(vii) the Servicer does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant contained
in this Agreement;
(viii) no consent, approval, authorization, license or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Servicer of or compliance by the Servicer
with this Agreement, or if required, such consent, approval, authorization,
license or order has been obtained prior to the Closing Date; and
(ix) the Servicer is an approved seller/servicer of residential
mortgage loans of the same type as the Mortgage Loans, with the facilities,
procedures and experienced personnel necessary for the sound servicing of
mortgage loans of the same type as the Mortgage Loans. The Servicer is in
good standing to service mortgage loans, and no event has occurred,
including a change in insurance coverage, which would make the Servicer
unable to service the Mortgage Loans.
Section 4. Subservicing Compensation; Reimbursement.
As compensation for servicing the Mortgage Loans subject to this Agreement,
the Subservicer, subject to the provisions of the Transfer and Servicing
Agreement, shall be entitled
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to retain from collections on the related Mortgage Loans or withdraw from the
Custodial Account an amount equal to the Aegis Subservicing Fee for each
Mortgage Loan, provided that the aggregate Aegis Subservicing Fees with respect
to any Distribution Date shall be reduced (up to a maximum equal to the
aggregate Servicing Fees for such Distribution Date) by the amount of any
Compensating Interest paid by the Subservicer with respect to such Distribution
Date. The Subservicer shall be entitled to reimbursement (including with respect
to Advances) to the same extent as the Servicer is entitled under the Transfer
and Servicing Agreement.
Additional subservicing compensation in the form of (i) all income and gain
net of any losses realized from Eligible Investments and (ii) assumption fees,
late payment charges, all ancillary income and other receipts not required to be
deposited to the Custodial Account pursuant to Section 3.5 of the Transfer and
Servicing Agreement (or otherwise remitted to any other account or party
pursuant to the provisions of the Transfer and Servicing Agreement), excluding
any Excess Proceeds and Prepayment Penalties, shall be retained by the
Subservicer as additional servicing compensation.
The Subservicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder to the extent such expenses
do not constitute Advances or Nonrecoverable Advances and shall not be entitled
to reimbursement therefor except as specifically provided for herein and in the
Transfer and Servicing Agreement.
Section 5. Deboarding Fees.
In the event the Subservicer shall transfer servicing of the Mortgage Loans
to the Servicer and the Servicer shall subsequently be terminated as servicer
pursuant to Section 7.1(c) of the Transfer and Servicing Agreement, the
Subservicer shall pay to the Servicer a deboarding fee equal to (i) $25 for any
Mortgage Loan if such termination occurs during the first 12 months following
such transfer of servicing to the Servicer, (ii) $15 if such termination is made
during months 13 through 24 following such transfer and (iii) $0 if such
termination is made after month 24 following such transfer.
Section 6. Custodial Account.
The Subservicer shall establish and maintain a Custodial Account in
accordance with the provisions of Section 3.5 of the Transfer and Servicing
Agreement.
Section 7. Escrow Account.
The Subservicer shall establish and maintain one or more Escrow Accounts in
accordance with the provisions of Section 3.6 of the Transfer and Servicing
Agreement.
Section 8. Annual Statement as to Compliance
No later than March 15 of each year, commencing in 2006, the Subservicer
shall provide to the Servicer an annual statement of compliance substantially in
the form required under Section 3.16 of the Transfer and Servicing Agreement and
shall also provide to the Servicer an annual independent public accountants'
servicing statement substantially in the form required
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under Section 3.18 of the Transfer and Servicing Agreement. The Subservicer
shall comply with Sections 3.18 and 7.3(d) of the Transfer and Servicing
Agreement as if the Subservicer were the Servicer. In addition, no later than
March 15 of each year, commencing in 2006, the Subservicer shall provide to the
Servicer an officer's certificate substantially in the form of Exhibit P-1 to
the Transfer and Servicing Agreement. The Subservicer shall indemnify and hold
harmless the Servicer for any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other cost
and expenses arising out of or based upon a breach of the Subservicer's
obligations under this Section 8 and if indemnification is not available, the
Subservicer agrees that it shall contribute to the amount paid or payable by the
Servicer as a result of the losses, claims, damages or liabilities of the
Servicer in such proportion as is appropriate to reflect the relative fault of
the Servicer on the one hand and the Subservicer on the other in connection with
a breach of the Subservicer's obligations under this Section 8 or the
Subservicer's negligence, bad faith or willful misconduct in connection
therewith. The Subservicer shall promptly disclose to the Servicer all material
deficiencies in connection with the Subservicer's performance of all its
obligations under this Agreement, which obligation shall survive the transfer of
servicing to the Servicer.
Section 9. Indemnification
The Subservicer agrees to indemnify and hold harmless the Servicer and each
officer, director, agent, employee or affiliate of the Servicer from any
liability, claim, loss or damage (including, without limitation, any reasonable
legal fees, judgments or expenses relating to such liability, claim, loss or
damage) to the Servicer or any such other Person directly or indirectly
resulting from (a) the Subservicer's failure to observe and perform any or all
of Subservicer's duties, obligations, covenants and agreements contained in this
Agreement; (b) a breach of any representation or warranty of the Subservicer set
forth in this Agreement (exclusive of Section 8 of this Agreement); or (c) the
Subservicer's failure to service the Mortgage Loans in strict compliance with
the terms of the Transfer and Servicing Agreement and the Servicing Standard.
The Subservicer immediately shall notify the Servicer if a claim is made by a
third party with respect to this Agreement or the Mortgage Loans.
The Servicer and the Subservicer hereby agree that the provisions of this
Section 9 shall survive the termination of this Agreement.
Section 10. Limitation on Resignation of Subservicer.
The Subservicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Subservicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Servicer. No such resignation shall become
effective until the Servicer or a successor subservicer shall have assumed the
Subservicer's responsibilities, duties, liabilities and obligations hereunder.
Section 11. Termination; Notice from LBB Incontestable.
The Servicer shall have the right, but not the obligation, to terminate all
the rights and obligations of the Subservicer under this Agreement and in and to
the servicing contract
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established hereby and the proceeds thereof if a Subservicer Event of Default or
Subservicer Termination Event shall have occurred. In addition, the obligations
of the Subservicer under this Agreement shall terminate upon (a) the mutual
agreement of the Servicer and Subservicer, (b) the resignation of the
Subservicer pursuant to Section 10 hereof, (c) upon the termination of the Trust
pursuant to the provisions of the Transfer and Servicing Agreement or (d) the
occurrence of an Event of Default (as defined in the Subservicing Advance
Agreement) under the Subservicing Advance Agreement.
In the event that the Subservicer is terminated hereunder due to the
occurrence of a Subservicer Event of Default or a Subservicer Termination Event,
the Subservicer shall transfer servicing with respect to the Mortgage Loans to
the Servicer or any successor subservicer in accordance with the Servicer's or
such successor subservicer's servicing transfer procedures. The terminated
Subservicer shall be entitled to reimbursement for unpaid Subservicing Fees and
unreimbursed Advances in accordance with the provisions of Section 7.1 of the
Transfer and Servicing Agreement as if the Subservicer were the "Servicer" and
the Servicer were the "successor Servicer" thereunder; provided, however, that
the terminated Subservicer shall provide the Servicer with documentation
acceptable to the Servicer evidencing the Subservicer's right to reimbursement
for any such outstanding amounts. The terminated Subservicer shall be
responsible for all costs, fees and expenses incurred by the Servicer, the
terminated Subservicer and any successor subservicer in connection with any such
servicing transfer.
In the event of such termination of the Subservicer, the Servicer shall
direct the Administrator to remit, to the extent received by the Administrator,
all amounts received in respect of reimbursement of Advances made while Aegis
was the Subservicer to LBB, and the Servicer shall retain from collections or
withdraw from the Custodial Account any such amounts and promptly remit such
amounts to LBB.
Any written notice from LBB to the Servicer to the effect that an Event of
Default (as defined in the Subservicing Advance Agreement) on the part of the
Subservicer under the Subservicing Advance Agreement has occurred shall be
absolutely incontestable, immediately binding on the Servicer and the
Subservicer and not have its effectiveness hindered or delayed due to any
protest, contrary instruction or other communication from any Person (other than
a duly authorized order from a court of competent jurisdiction).
Section 12. Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered to or mailed by
registered mail, postage prepaid, or transmitted by telecopier, telex or
telegraph and confirmed by a similar mailed writing, as follows:
(a) If to the Servicer:
Ocwen Loan Servicing, LLC
0000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
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Attention: Secretary (Aegis 2006-1)
(b) If to the Subservicer:
Aegis Mortgage Corporation
0000 Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Secondary Marketing (Aegis 2006-1)
With a copy to:
Aegis Mortgage Corporation
0000 Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Any party may alter the address to which communications or copies are to be
sent by giving notice of such change of address in conformity with the
provisions of this Section for the giving of notice.
Section 13. Severability of Provisions.
Any part, provision, representation or warranty of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
Section 14. GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 15. Miscellaneous.
(a) This Agreement may be executed in two or more counterparts, each of
which when so executed and delivered shall be an original, but all of which
together shall constitute one
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and the same instrument. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors and assigns.
(b) This Agreement may not be assigned, pledged or hypothecated by any
party without the written consent of each other party to this Agreement.
(c) This Agreement supersedes all prior agreements and understandings
relating to the subject matter hereof. Neither this Agreement nor any term
hereof may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought. The headings in this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
Section 16. Relationship with Master Servicer
The Subservicer acknowledges that Xxxxx Fargo Bank, N.A. (the "Master
Servicer") has been appointed as the master servicer of the Mortgage Loans
pursuant to the Transfer and Servicing Agreement and therefor has the right to
enforce all obligations of the Servicer, as they relate to the Mortgage Loans,
under the Transfer and Servicing Agreement. The Subservicer further acknowledges
that pursuant to its role as master servicer under the Transfer and Servicing
Agreement, the Master Servicer shall have the right to make inquiries into the
servicing of the Mortgage Loans by the Subservicer and to conduct inspections of
the Subservicer, its servicing facilities and personnel, and the Subservicer
agrees to cooperate and communicate directly with, and to provide such
information as may be reasonably requested by, the Master Servicer, necessary to
resolve any questions, issues or concerns regarding the servicing and
administration of the Mortgage Loans by the Subservicer.
Section 17. Rights of the Master Servicer
The Master Servicer is an intended third party beneficiary of Section 16 of
this Agreement and shall have the right to enforce the obligations of the
parties under such Section, including the right to enforce the obligations of
the Subservicer hereunder to the extent of the obligations of the Servicer under
the Transfer and Servicing Agreement.
Section 18. Rights of LBB
LBB is an intended third party beneficiary of the obligations of the
Servicer under Sections 2(a), (b) and (e) and the third and fourth paragraphs of
Section 11 of this Agreement and shall have the right to enforce all such
obligations as if LBB were a party hereto.
* * * * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
OCWEN LOAN SERVICING, LLC
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Representative
AEGIS MORTGAGE CORPORATION
By: /s/ Xxx Xxxxxx
-------------------------------------
Name: Xxx Xxxxxx
Title: President Portfolio Management
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SCHEDULE I
MORTGAGE LOAN SCHEDULE
I-1
EXHIBIT A
TRANSFER AND SERVICING AGREEMENT
A-1
