GMAC MORTGAGE, LLC, as Servicer and LEHMAN BROTHERS HOLDINGS INC., as Seller and AURORA LOAN SERVICES LLC, as Master Servicer
Execution
Copy
GMAC
MORTGAGE, LLC,
as
Servicer
and
XXXXXX
BROTHERS HOLDINGS INC.,
as
Seller
and
AURORA
LOAN SERVICES LLC,
as
Master
Servicer
GreenPoint
Mortgage Funding Trust
Mortgage
Pass-Through Certificates, Series 2007-AR1
Dated
as
of February 1, 2007
TABLE
OF CONTENTS
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Page
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ARTICLE
I.
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DEFINITIONS
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ARTICLE
II.
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SELLER’S
ENGAGEMENT OF SERVICER TO PERFORM SERVICING
RESPONSIBILITIES
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Section
2.01.
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Contract
for Servicing; Possession of Servicing Files
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13
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Section
2.02.
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Books
and Records
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14
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ARTICLE
III.
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SERVICING
OF THE MORTGAGE LOANS
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Section
3.01.
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Servicer
to Service
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14
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Section
3.02.
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Collection
and Liquidation of Mortgage Loans
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15
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Section
3.03.
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Establishment
of and Deposits to Custodial Account
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16
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Section
3.04.
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Permitted
Withdrawals From Custodial Account
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18
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Section
3.05.
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Establishment
of and Deposits to Escrow Account
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19
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Section
3.06.
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Permitted
Withdrawals From Escrow Account
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19
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Section
3.07.
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Notification
of Adjustments
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20
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Section
3.08.
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[Reserved]
|
21
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Section
3.09.
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Payment
of Taxes, Insurance and Other Charges
|
21
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Section
3.10.
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Protection
of Accounts
|
21
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Section
3.11.
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Maintenance
of Hazard Insurance
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22
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Section
3.12.
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Maintenance
of Mortgage Impairment Insurance
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23
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Section
3.13.
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Maintenance
of Fidelity Bond and Errors and Omissions Insurance
|
24
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Section
3.14.
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Inspections
|
24
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Section
3.15.
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Restoration
of Mortgaged Property
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25
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Section
3.16.
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Maintenance
of PMI and/or LPMI Policy; Claims
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25
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Section
3.17.
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Title,
Management and Disposition of REO Property
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27
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Section
3.18.
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Real
Estate Owned Reports
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29
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Section
3.19.
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Liquidation
Reports
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29
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Section
3.20.
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Reports
of Foreclosures and Abandonments of Mortgaged Property
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29
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Section
3.21.
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Prepayment
Charges
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30
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Section
3.22.
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Compliance
with Safeguarding Customer Information Requirements
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30
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Section
3.23.
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Credit
Reporting
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30
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-i-
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ARTICLE
IV.
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PAYMENTS
TO MASTER SERVICER
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Section
4.01.
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Remittances
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31
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Section
4.02.
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Statements
to the Seller
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31
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Section
4.03.
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Monthly
Advances by Servicer
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33
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Section
4.04.
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Due
Dates Other Than the First of the Month
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33
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ARTICLE
V.
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GENERAL
SERVICING PROCEDURES
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Section
5.01.
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Transfers
of Mortgaged Property
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33
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Section
5.02.
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Satisfaction
of Mortgages and Release of Mortgage Files
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34
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Section
5.03.
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Servicing
Compensation
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34
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Section
5.04.
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Report
on Attestation of Compliance with Applicable Servicing
Criteria
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35
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Section
5.05.
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Annual
Officer’s Certificate
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35
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Section
5.06.
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Inspection
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36
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Section
5.07.
|
Report
on Assessment of Compliance with Applicable Servicing
Criteria
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36
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ARTICLE
VI.
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REPRESENTATIONS,
WARRANTIES AND AGREEMENTS
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Section
6.01.
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Representations,
Warranties and Agreements of the Servicer
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37
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Section
6.02.
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Remedies
for Breach of Representations and Warranties of the
Servicer
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39
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Section
6.03.
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Additional
Indemnification by the Servicer
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40
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Section
6.04.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status
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41
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Section
6.05.
|
Purchase
of Distressed Mortgage Loans
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41
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ARTICLE
VII.
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THE
SERVICER
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Section
7.01.
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Merger
or Consolidation of the Servicer
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42
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Section
7.02.
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Limitation
on Liability of the Servicer and Others
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42
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Section
7.03.
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Limitation
on Resignation and Assignment by the Servicer
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43
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Section
7.04.
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Subservicing
Agreements and Successor Subservicer
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43
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-ii-
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ARTICLE
VIII.
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TERMINATION
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Section
8.01.
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Termination
for Cause
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45
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Section
8.02.
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Termination
Without Cause
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47
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Section
8.03.
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Termination
for Distressed and Released Mortgage Loans
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48
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ARTICLE
IX.
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MISCELLANEOUS
PROVISIONS
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Section
9.01.
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Successor
to the Servicer
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48
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Section
9.02.
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Costs
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50
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Section
9.03.
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Protection
of Confidential Information
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50
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Section
9.04.
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Notices
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51
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Section
9.05.
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Severability
Clause
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52
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Section
9.06.
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No
Personal Solicitation
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52
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Section
9.07.
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Counterparts
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52
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Section
9.08.
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Place
of Delivery and Governing Law
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53
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Section
9.09.
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Further
Agreements
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53
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Section
9.10.
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Intention
of the Parties
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53
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Section
9.11.
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Successors
and Assigns; Assignment of Agreement
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53
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Section
9.12.
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Assignment
by the Seller
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53
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Section
9.13.
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Amendment
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54
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Section
9.14.
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Waivers
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54
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Section
9.15.
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Exhibits
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54
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Section
9.16.
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Intended
Third Party Beneficiaries
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54
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Section
9.17.
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General
Interpretive Principles
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55
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Section
9.18.
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Reproduction
of Documents
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55
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-iii-
EXHIBITS
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EXHIBIT
A
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MORTGAGE
LOAN SCHEDULE
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EXHIBIT
B
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CUSTODIAL
ACCOUNT LETTER AGREEMENT
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EXHIBIT
C
|
ESCROW
ACCOUNT LETTER AGREEMENT
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EXHIBIT
D-1
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FORM
OF MONTHLY REMITTANCE ADVICE
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EXHIBIT
D-2
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STANDARD
LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
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EXHIBIT
D-3
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FORM
OF LOAN LOSS REPORT
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EXHIBIT
E
|
FORM
OF ANNUAL CERTIFICATION
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EXHIBIT
F
|
GPMF
2007-AR1 TRUST AGREEMENT
|
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EXHIBIT
G
|
XXXXXX
MAE GUIDE NO. 95-19
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EXHIBIT
H
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[RESERVED]
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EXHIBIT
I
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SERVICING
CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF
COMPLIANCE
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EXHIBIT
J
|
TRANSACTION
PARTIES
|
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EXHIBIT
K
|
FORM
OF ANNUAL OFFICER’S CERTIFICATE
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SCHEDULES
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SCHEDULE
I
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TERMINATION
FEE SCHEDULE
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SCHEDULE
II
|
DEBOARDING
FEE SCHEDULE
|
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SCHEDULE
III
|
ADDITIONAL
FEE SCHEDULE
|
-iv-
This
SECURITIZATION
SERVICING AGREEMENT
(this
“Agreement”), entered into as of the 1st
day of
February, 2007, by and among XXXXXX BROTHERS HOLDINGS INC., a Delaware
corporation (the “Seller”), GMAC MORTGAGE, LLC, as servicer (the “Servicer”),
AURORA LOAN SERVICES LLC, as master servicer (the “Master Servicer”) and
acknowledged by U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) under
the Trust Agreement (as defined herein), recites and provides as
follows:
WITNESSETH:
WHEREAS,
the Seller acquired certain conventional, residential, first lien mortgage
loans
identified on Exhibit A hereto (the “Mortgage Loans”) from GreenPoint, which
Mortgage Loans were either originated or acquired by GreenPoint, pursuant to
the
Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 10,
2006
(the “Purchase Agreement”).
WHEREAS,
the Mortgage Loans are currently serviced pursuant to either (i) the Flow
Interim Servicing Agreement, dated as of April 10, 2006, between the Seller
and
GreenPoint as reconstituted by the Reconstituted Servicing Agreement, dated
as
of February 1, 2007, by and between the Seller and GreenPoint or (ii) the Flow
SubServicing Agreement, dated as of May 1, 2006, among the Servicer, the Master
Servicer and the Seller.
WHEREAS,
the Seller has conveyed the Mortgage Loans to Structured Asset Securities
Corporation, a Delaware special purpose corporation (“SASCO”), which in turn has
conveyed the Mortgage Loans to U.S. Bank National Association, as trustee (the
“Trustee”), pursuant to a trust agreement dated as of February 1, 2007 (the
“Trust Agreement”), among the Trustee, the Master Servicer and
SASCO.
WHEREAS,
the Mortgage Loans shall be transferred to the Servicer as of the applicable
Servicing Transfer Date for servicing under this Agreement;
WHEREAS,
from time to time certain of the Mortgage Loans serviced under this Agreement
may be transferred to another servicer for servicing under such other servicer’s
servicing agreement at which date Exhibit A hereto will be amended to exclude
such Mortgage Loans from servicing under this Agreement;
WHEREAS,
on and after the applicable Servicing Transfer Date the Seller and the Trustee
desire that the Servicer service the Mortgage Loans pursuant to this Agreement,
and the Servicer has agreed to do so, subject to the right of the Seller and
of
the Master Servicer to terminate the rights and obligations of the Servicer
hereunder at any time and to the other conditions set forth herein;
WHEREAS,
the Master Servicer shall be obligated under the Trust Agreement, among other
things, to supervise the servicing of the Mortgage Loans on behalf of the
Trustee, and shall have the right, under certain circumstances, to terminate
the
rights and obligations of the Servicer under this Agreement upon the occurrence
and continuance of an Event of Default as provided herein;
WHEREAS,
multiple classes of certificates (the “Certificates”), including the Class P-I,
the Class P-II, the Class X-I and the Class X-II Certificates, will be issued
on
the Closing Date pursuant to the Trust Agreement and Xxxxxx Brothers Inc. or
a
nominee thereof is expected to be the initial registered holder of the Class
P-I, Class P-II, Class X-I and Class X-II Certificates;
WHEREAS,
subsequent to the Closing Date, Xxxxxx Brothers Inc. may convey all of its
rights, title and interest in and to the Class P-I, the Class P-II, the Class
X-I and the Class X-II Certificates and all payments and all other proceeds
received thereunder to an owner trust or other special purpose entity in which
it will hold the sole equity interest, which owner trust or special purpose
entity will issue net interest margin securities (“NIM Securities”) through an
indenture trust, such NIM Securities secured, in part, by the payments on such
Certificates (the “NIMS Transaction”);
WHEREAS,
one or more insurers (collectively, the “NIMS Insurer”) may each issue one or
more insurance policies guaranteeing certain payments under the NIM Securities
to be issued pursuant to the indenture in the NIMS Transaction;
WHEREAS,
in the event there may be two or more individual insurers it is intended that
the rights extended to the NIMS Insurer pursuant to this Agreement be allocated
among two or more individual insurers that issue insurance policies in
connection with the NIMS Transaction through a NIMS Insurance Agreement by
and
among such insurers and the parties hereto;
WHEREAS,
the Seller and the Servicer acknowledge and agree that the Seller will assign
all of its rights and delegate all of its obligations hereunder (excluding
(i)
the Seller’s rights and obligations as owner of the servicing rights relating to
the Mortgage Loans, (ii) its rights to terminate the rights and obligations
of
the Servicer under Section 8.02(iii) hereunder and (iii) its obligations
pursuant to Section 9.02, all of which rights and obligations will remain with
the Seller or be assigned or delegated to the Master Servicer) to the Trustee,
and that each reference herein to the Seller is intended, unless otherwise
specified, to mean the Seller or the Trustee, as assignee, whichever is the
owner of the Mortgage Loans from time to time;
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth
and
for other good and valuable consideration, the receipt and adequacy of which
are
hereby acknowledged, the Seller, the Master Servicer and the Servicer hereby
agree as follows:
ARTICLE
I.
DEFINITIONS
The
following terms are defined as follows:
Accepted
Servicing Practices:
With
respect to any Mortgage Loan or REO Property, those mortgage servicing practices
of mortgage lending institutions which service mortgage loans of the same type
as such Mortgage Loan in the jurisdiction where the related Mortgaged Property
is located, exercising the same care in performing those practices that the
Servicer customarily employs and exercises in servicing and administering
mortgage loans for its own account (including, compliance with all applicable
federal, state and local laws).
-2-
Agreement:
This
Securitization Servicing Agreement and all amendments hereof and supplements
hereto.
Ancillary
Income:
All
income derived from the Mortgage Loans including but not limited to, (i) fifty
percent (50%) of any late charges and (ii) fees received with respect to checks
or bank drafts returned by the related bank for non-sufficient funds, assumption
fees, optional insurance administrative fees and all other incidental fees
and
charges; provided, that, all Prepayment Charges attributable to the Mortgage
Loans, fifty percent (50%) of any late charges and all interest received on
funds deposited in the Custodial Account or any Escrow Account shall be
specifically excluded from the definition of Ancillary Income and shall be
the
property of the Seller or its designee. The Servicer shall retain all Ancillary
Income to the extent not required to be deposited into the Custodial
Account.
Assignment
of Mortgage:
An
assignment of the Mortgage, notice of transfer or equivalent instrument in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the transfer of the Mortgage
to
the party indicated therein or if the related Mortgage has been recorded in
the
name of MERS or its designee, such actions as are necessary to cause the Trustee
or its designee to be shown as the owner of the related Mortgage on the records
of MERS for purposes of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS.
Business
Day:
Any day
other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings
and loan institutions in the States of New York, Iowa, Connecticut, Colorado,
Maryland, Massachusetts, Minnesota and Pennsylvania are authorized or obligated
by law or executive order to be closed.
Certificateholder:
The
meaning set forth in the Trust Agreement.
Certificates:
Any or
all of the Certificates issued pursuant to the Trust Agreement.
Charged-off
Loan:
As of
any date of determination, any Mortgage Loan other than a Covered Mortgage
Loan
that was Delinquent in payment for a period of 180 days or more as of the last
calendar day of the month immediately preceding the month in which such date
of
determination occurs, without giving effect to any grace period permitted by
the
related Mortgage Note, and for which foreclosure proceedings have not been
initiated.
Closing
Date:
February 28, 2007.
Code:
The
Internal Revenue Code of 1986, as it may be amended from time to time or any
successor statute thereto, and applicable U.S. Department of the Treasury
regulations issued pursuant thereto.
Commission:
The
United States Securities and Exchange Commission.
Condemnation
Proceeds:
All
awards or settlements in respect of a Mortgaged Property, whether permanent
or
temporary, partial or entire, by exercise of the power of eminent domain or
condemnation, to the extent not required to be released to a Mortgagor in
accordance with the terms of the related Mortgage Loan documents.
-3-
Covered
Mortgage Loan:
Any
Mortgage Loan that is covered by a PMI Policy.
Custodial
Account:
The
separate account or accounts created and maintained pursuant to Section
3.03.
Custodial
Agreement:
The
custodial agreement relating to the custody of certain of the Mortgage Loans,
between the Custodian and the Trustee, dated as of February 1,
2007.
Custodian:
U.S.
Bank National Association and its successors and assigns.
Cut-off
Date:
February 1, 2007.
Deboarding
Fee:
The
amount that the Seller shall be required to pay to the Servicer as a result
of
the Seller or the Master Servicer exercising its right to terminate this
Agreement without cause with
respect to some or all of the Mortgage Loans pursuant to Section 8.02(iii)
hereof, which amount is set forth on Schedule II hereto.
Depositor:
Structured Asset Securities Corporation, a Delaware corporation, or any
successor in interest.
Distressed
Mortgage Loan:
As of
any Remittance Date, any Mortgage Loan that is delinquent in payment for a
period of ninety (90) days or more, without giving effect to any grace period
permitted by the related Mortgage Loan, or for which the Servicer or Trustee
has
accepted a deed in lieu of foreclosure.
Due
Date:
The day
of the calendar month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace. Pursuant to Section 4.04, with respect to the
Mortgage Loans for which payment from the Mortgagor is due on a day other than
the first day of the month, such Mortgage Loans will be treated as if the
Monthly Payment is due on the first day of the immediately succeeding
month.
Due
Period:
With
respect to each Remittance Date, the calendar month immediately preceding the
month of the Remittance Date.
Eligible
Deposit Account:
An
account that is maintained with a federal or state-chartered depository
institution or trust company that complies with the definition of Eligible
Institution.
Eligible
Institution:
Any of
the following:
(i) an
institution whose
(A)
commercial paper, short-term debt obligations, or other short-term deposits
are
rated at least “A-1+” or long-term unsecured debt obligations are rated at least
“AA-” by S&P, if the amounts on deposit are to be held in the account for no
more than 365 days, or
(B)
commercial paper, short-term debt obligations, demand deposits, or other
short-term deposits are rated at least “A-2” by S&P, if the amounts on
deposit are to be held in the account for no more than 30 days and are not
intended to be used as credit enhancement. Upon the loss of the required rating
set forth in this clause (i), the accounts shall be transferred immediately
to
accounts which have the required rating. Furthermore, commingling by the
Servicer is acceptable at the A-2 rating level if the Servicer is a bank,
thrift, or depository and provided the Servicer has the capability to
immediately segregate funds and commence remittance to an Eligible Deposit
Account upon a downgrade; or
-4-
(ii) the
corporate trust department of a federal depository institution or
state-chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal
Regulation Section 9.10(b), which, in either case, has corporate trust powers
and is acting in its fiduciary capacity.
Eligible
Investments:
Any one
or more of the obligations and securities listed below which investment provides
for a date of maturity not later than one day prior to the Remittance Date
in
each month:
(i) direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
(ii) federal
funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories, the Trustee or any agent of the
Trustee, acting in its respective commercial capacity) incorporated or organized
under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking authorities, so
long
as at the time of such investment or the contractual commitment providing for
such investment the commercial paper or other short-term debt obligations of
such depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one of its
two highest long-term rating categories;
(iii) repurchase
agreements collateralized by Direct Obligations or securities guaranteed by
Xxxxxx Xxx or Xxxxxxx Mac with any registered broker/dealer subject to
Securities Investors’ Protection Corporation jurisdiction or any commercial bank
insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured
and unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which have
a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to one
of
the two highest long-term credit rating categories of each Rating Agency;
provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held as part of the Trust
Fund to exceed 20% of the sum of the outstanding principal balance of the
Mortgage Loans at any Remittance Date and the aggregate principal amount of
all
Eligible Investments in the Certificate Account; provided,
further,
that
such securities will not be Eligible Investments if they are published as being
under review with negative implications from either Rating Agency;
-5-
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 180 days after the date of issuance thereof) rated by each Rating Agency
in
its highest short-term rating category;
(vi) a
Qualified GIC (as defined in the Trust Agreement);
(vii) certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(viii) any
other
demand, money market, common trust fund or time deposit or obligation, or
interest-bearing or other security or investment, (A) rated in the highest
rating category by each Rating Agency or (B) that is acceptable to the NIMS
Insurer and would not adversely affect the then current rating by any Rating
Agency then rating the Certificates or the NIM Securities. Such investments
in
this subsection (viii) may include money market mutual funds or common trust
funds, including any fund for which the Trustee, the Master Servicer or an
affiliate of any such entity serves as an investment advisor, administrator,
shareholder servicing agent, and/or custodian or subcustodian, notwithstanding
that (x) the Trustee, the Master Servicer or an affiliate of any such entity
charges and collects fees and expenses from such funds for services rendered,
(y) the Trustee, the Master Servicer or an affiliate of any such entity charges
and collects fees and expenses for services rendered pursuant to this Agreement,
and (z) services performed for such funds and pursuant to this Agreement may
converge at any time.
provided,
however,
that no
such instrument shall be an Eligible Investment if such instrument evidences
either (i) a right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the principal
and interest payments with respect to such instrument provide a yield to
maturity of greater than 120% of the yield to maturity at par of such underlying
obligations.
Environmental
Problem Property:
A
Mortgaged Property or REO Property that is in violation of any environmental
law, rule or regulation.
Errors
and Omissions Insurance:
Errors
and Omissions Insurance to be maintained by the Servicer in accordance with
Section 3.13.
-6-
Escrow
Account:
The
separate account or accounts operated and maintained pursuant to Section
3.05.
Escrow
Payments:
With
respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
assessments, water rates, sewer rents, municipal charges, mortgage insurance
premiums, fire and hazard insurance premiums, condominium charges, and any
other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant
to
the Mortgage or any other document.
Event
of Default:
Any
event set forth in Section 8.01.
Xxxxxx
Xxx:
The
Federal National Mortgage Association or any successor thereto.
Xxxxxx
Mae Guides:
The
Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide and all amendments
or additions thereto.
FDIC:
The
Federal Deposit Insurance Corporation or any successor thereto.
Fidelity
Bond:
A
fidelity bond to be maintained by the Servicer in accordance with Section
3.13.
Fitch:
Fitch
Ratings or any successor in interest.
Xxxxxxx
Mac:
The
Federal Home Loan Mortgage Corporation or any successor thereto.
Holder:
The
meaning set forth in the Trust Agreement.
Insurance
Proceeds:
With
respect to each Mortgage Loan, proceeds of insurance policies insuring the
Mortgage Loan or the related Mortgaged Property, including the proceeds of
any
hazard or flood insurance policy, LPMI Policy or PMI Policy.
Liquidation
Proceeds: Cash
received in connection with the liquidation of a defaulted Mortgage Loan,
whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
foreclosure sale or otherwise, or the sale of the related REO Property, if
the
Mortgaged Property is acquired in satisfaction of the Mortgage
Loan.
LPMI
Fee:
With
respect to each LPMI Loan, the portion of the Mortgage Interest Rate as set
forth on the related Mortgage Loan Schedule (which shall be payable solely
from
the interest portion of Monthly Payments, Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds), which, during such period prior to the
required cancellation of the LPMI Policy, shall be used to pay the premium
due
on the related LPMI Policy.
LPMI
Loan:
A
Mortgage Loan covered by a LPMI Policy as set forth in the Mortgage Loan
Schedule or otherwise identified to the Servicer in writing.
-7-
LPMI
Policy:
A
policy of primary mortgage guaranty insurance issued by a Qualified Insurer
pursuant to which the related premium is to be paid by the Servicer, the Master
Servicer or the Trustee from payments of interest made by the Mortgagor in
an
amount as is set forth in the related Mortgage Loan Schedule. An LPMI Policy
shall also include any policy of primary mortgage guaranty insurance issued
by a
Qualified Insurer that is purchased by the Seller with respect to some or all
of
the Mortgage Loans.
Master
Servicer:
Aurora
Loan Services LLC or any successor in interest, or if any successor master
servicer shall be appointed as provided in the Trust Agreement, then such
successor master servicer.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS
Mortgage Loan:
Any
Mortgage Loan registered with MERS on the MERS System.
MERS
System:
The
system of recording transfers of mortgages electronically maintained by
MERS.
Monthly
Advance:
The
portion of a Monthly Payment delinquent with respect to each Mortgage Loan
at
the close of business on the related determination date.
Monthly
Payment:
The
scheduled monthly payment of principal and interest on a Mortgage
Loan.
Moody’s:
Xxxxx’x
Investors Service, Inc. or any successor in interest.
Mortgage:
The
mortgage, deed of trust or other instrument securing a Mortgage Note, which
creates a first lien on an unsubordinated estate in fee simple in real property
securing the Mortgage Note.
Mortgage
Impairment Insurance Policy:
A
mortgage impairment or blanket hazard insurance policy to be maintained by
the
Servicer in accordance with Section 3.12.
-8-
Mortgage
Interest Rate:
The
annual rate of interest borne on a Mortgage Note, after giving effect to any
applicable Relief Act Reduction.
Mortgage
Loan:
An
individual mortgage loan that is the subject of this Agreement and identified
on
the related Mortgage Loan Schedule, which Mortgage Loan includes without
limitation the Mortgage Loan documents, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
REO Disposition Proceeds, and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan. Any Released
Mortgage Loan will not be considered a Mortgage Loan subject to this
Agreement.
Mortgage
Loan Remittance Rate:
With
respect to each Mortgage Loan, the annual rate of interest remitted to the
Master Servicer, which shall be equal to the Mortgage Interest Rate minus the
LPMI Fee, if any.
Mortgage
Loan Schedule:
A
schedule of the Mortgage Loans attached hereto as Exhibits A-1 and A-2 setting
forth information with respect to such Mortgage Loans as agreed to by the
Seller, the Servicer and the Master Servicer, including but not limited to
(i) a
data field indicating whether such Mortgage Loan is insured under a PMI Policy
or LPMI Policy and identifying the related Qualified Insurer, (ii) a Prepayment
Charge Schedule and (iii) a data field indicating the Servicing Fee, which
Mortgage Loan Schedule may be amended from time to time to (a) include
additional mortgage loans which are transferred to be serviced by the Servicer
by a Prior Servicer in a Servicing Transfer or (b) exclude Mortgage Loans
transferred to be serviced by another servicer.
Mortgage
Note:
The
note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged
Property:
The
real property securing repayment of the debt evidenced by a Mortgage
Note.
Mortgagor:
The
obligor on a Mortgage Note.
NIM
Securities:
As
defined in the eleventh Recital to this Agreement.
NIMS
Insurer:
As
defined in the twelfth Recital to this Agreement.
NIMS
Transaction:
As
defined in the eleventh Recital to this Agreement.
Officer’s
Certificate:
A
certificate signed by the Chairman of the Board or the Vice Chairman of the
Board or the President or a Vice President or an assistant Vice President and
by
the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Servicer, and delivered to the Seller, the Master Servicer,
Trustee and/or the NIMS Insurer as required by this Agreement.
Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of the Servicer, reasonably
acceptable to the Seller, the Trustee, the Master Servicer and/or the NIMS
Insurer, but which must be an independent outside counsel with respect to any
such opinion of counsel concerning all federal income tax matters.
Person:
Any
individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof.
PMI
Policy:
A
policy of primary mortgage guaranty insurance issued by a Qualified Insurer,
including any bulk policy acquired in respect of the Mortgage Loans, as required
by this Agreement with respect to certain Mortgage Loans.
-9-
Prepayment
Charge:
With
respect to any Mortgage Loan and Remittance Date, the charges or premiums,
as
specified in the Prepayment Charge Schedule, if any, due in connection with
a
full or partial prepayment of such Mortgage Loan during the immediately
preceding Principal Prepayment Period in accordance with the terms
thereof.
Prepayment
Charge Schedule:
A data
field in the Mortgage Loan Schedule attached hereto as Exhibits A-1 and A-2
which sets forth the amount or method of calculation of the Prepayment Charge
and the term during which such Prepayment Charge is imposed with respect to
a
Mortgage Loan.
Prime
Rate:
The
prime rate published from time to time, as published as the average rate in
The
Wall Street Journal Northeast Edition.
Principal
Prepayment:
Any
voluntary payment of principal on a Mortgage Loan, including any payment or
other recovery of principal in connection with repurchase of a Mortgage Loan
by
the Seller, the Servicer, the NIMS Insurer, or any other Person, which is
received in advance of its scheduled Due Date, including any Prepayment Charge
or premium thereon and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal
Prepayment Period:
With
respect to any Remittance Date and any full or partial Principal Prepayment,
the
calendar month immediately preceding the month of such Remittance
Date.
Prior
Servicer:
Any
prior servicer (other than the Servicer) of any or all of the Mortgage
Loans.
Purchase
Price:
With
respect to any Distressed Mortgage Loan or REO Property to be purchased by
the
NIMS Insurer pursuant to Section 6.05, an amount equal to the sum of (i) 100%
of
the principal balance thereof as of the date of purchase, (ii) accrued interest
on such principal balance at the applicable mortgage interest rate in effect
from time to time to the due date as to which interest was last covered by
a
payment by the Mortgagor or a Monthly Advance by the Master Servicer and (iii)
any unreimbursed Servicing Advances and any unpaid Servicing Fees allocable
to
such Distressed Mortgage Loan or REO Property.
Qualified
Insurer:
A
mortgage guaranty insurance company duly authorized and licensed where required
by law to transact mortgage guaranty insurance business and approved as an
insurer by Xxxxxx Xxx and Xxxxxxx Mac.
Rating
Agency:
Each of
Xxxxx’x and S&P and any successors. If such agencies or their successors are
no longer in existence, “Rating Agencies” shall be such nationally recognized
statistical rating agencies, or other comparable person, agreed upon and
designated by the Seller, notice of which designation shall be given to the
Trustee, the NIMS Insurer, the Master Servicer and the Servicer.
Regulation
AB:
Subpart
229.1100 Asset-Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123,
as such may be amended from time to time, and subject to such clarification
and
interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg.
1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be
provided by the Commission or its staff from time to time.
-10-
Released
Mortgage Loan:
As of
any Transfer Date, any Mortgage Loan other than a Covered Mortgage Loan that
was
Delinquent in payment for a period of 210 days or more as of the last calendar
day of the month immediately preceding the month in which such Transfer Date
occurs, without giving effect to any grace period permitted by the related
Mortgage Note, and for which foreclosure proceedings have not been
initiated.
Released
Mortgage Transferee:
Initially, Aurora Loan Services LLC, and its successors and
assigns.
Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has be a reduction in the amount
of interest collectible thereon as a result of the application of the
Servicemembers Civil Relief Act, as amended, or similar state or local law,
any
amount by which interest collectible on such Mortgage Loan for the Due Date
in
the related Due Period is less than the interest accrued thereon for the
applicable one-month period at the Mortgage Interest Rate without giving effect
to such reduction.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of Section 860D of the
Code.
Remittance
Date:
With
respect to each Mortgage Loan, the 10th day (or if such 10th day is not a
Business Day, the first Business Day immediately preceding) of any
month.
REO
Disposition:
The
final sale or other disposition by the Servicer of any REO
Property.
REO
Disposition Proceeds:
All
amounts received with respect to an REO Disposition pursuant to Section
3.17.
REO
Property:
A
Mortgaged Property acquired by the Servicer on behalf of the Trustee through
foreclosure or by deed in lieu of foreclosure, as described in Section
3.17.
Residual
Certificate:
Any
Class LT-R or Class R Certificate.
S&P:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc. or any successor in interest.
Seller:
Xxxxxx
Brothers Holdings Inc. or its successor in interest or assigns.
Servicer:
GMAC
Mortgage, LLC or its successor in interest or assigns or any successor to the
Servicer under this Agreement as herein provided.
-11-
Servicing
Advances:
With
respect to each Mortgage Loan other than a Charged-off Loan, all customary,
reasonable and necessary “out of pocket” costs and expenses (including
reasonable attorneys’ fees and disbursements) incurred in the performance by the
Servicer of its servicing obligations, including, but not limited to, the cost
of (a) the preservation, restoration and protection of the Mortgaged Property,
(b) any enforcement or administrative or judicial proceedings, including
foreclosures, (c) the management and liquidation of the Mortgaged Property
if
the Mortgaged Property is acquired in satisfaction of the Mortgage, (d) taxes,
assessments, water rates, sewer rents and other charges which are or may become
a lien upon the Mortgaged Property, PMI Policy premiums, LPMI Policy premiums
and fire and hazard insurance coverage, (e) any losses sustained by the Servicer
with respect to the liquidation of the Mortgaged Property and (f) compliance
with the obligations pursuant to the provisions of the Xxxxxx Xxx
Guides.
Servicing
Fee:
With
respect to each Mortgage Loan, an amount equal to $7.50 per month.
Servicing
File:
The
items pertaining to a particular Mortgage Loan including, but not limited to,
the computer files, data disks, books, records, data tapes, notes, and all
additional documents generated as a result of or utilized in originating and/or
servicing each Mortgage Loan, which are held in trust for the Trustee by the
Servicer.
Servicing
Officer:
Any
officer of the Servicer involved in or responsible for, the administration
and
servicing of the Mortgage Loans whose name appears on a list of servicing
officers furnished by the Servicer to the Master Servicer upon request, as
such
list may from time to time be amended.
Servicing
Transfer:
Any
transfer of the servicing by a Prior Servicer of Mortgage Loans to the Servicer
under this Agreement.
Servicing
Transfer Date:
The
date on which a Servicing Transfer occurs. The initial Servicing Transfer Dates
are expected to be February 1, 2007 and January 1, 2007.
Subcontractor:
Any
vendor, subcontractor or other
Person
that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of the
Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to the Mortgage Loans under the direction
or authority of the Servicer or a related Subservicer; provided, further, that
“Subcontractor” shall not include a lockbox provider or a tax or insurance
tracking provider; provided, however, that if, pursuant to interpretive guidance
provided by the Commission or its staff or consensus among participants in
the
asset-backed securities markets, any of such parties is determined to be a
Subcontractor, such party shall be a Subcontractor.
Subservicer:
Any
Person that services Mortgage Loans on behalf of the Servicer or any Subservicer
and is responsible for the performance (whether directly or through Subservicers
or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Servicer under this Agreement that are
identified in Item 1122(d) of Regulation AB.
-12-
Termination
Fee:
The
amount that the Seller shall be required to pay to the Servicer as a result
of
the Seller or the Master Servicer exercising its right to terminate this
Agreement without cause with respect to some or all of the Mortgage Loans
pursuant to Section 8.02(iii) hereof, which amount is set forth on Schedule
I
hereto.
Transfer
Date:
The
fifth Business Day of each month, or, if such day is not a Business Day, the
next succeeding Business Day. Each transfer of servicing on a Transfer Date
shall be deemed to be effective immediately following the close of business
on
such Transfer Date.
Trust
Agreement:
The
Trust Agreement dated as of February 1, 2007, among
the
Trustee, the Master Servicer and the Depositor.
Trust
Fund:
The
trust fund established by the Trust Agreement, the assets of which consist
of
the Mortgage Loans and any other assets as set forth therein.
Trustee:
U.S.
Bank National Association or any successor in interest, or if any successor
trustee or co-trustee shall be appointed as provided in the Trust Agreement,
then such successor trustee or such co-trustee, as the case may be.
Any
capitalized terms used and not defined in this Agreement shall have the meanings
ascribed to such terms in the Trust Agreement.
ARTICLE
II.
SELLER’S
ENGAGEMENT OF SERVICER TO PERFORM SERVICING RESPONSIBILITIES
Section
2.01. Contract
for Servicing; Possession of Servicing Files.
The
Seller, by execution and delivery of this Agreement, does hereby contract with
the Servicer as an independent contractor, subject to the terms of this
Agreement, for the servicing of the Mortgage Loans. On or before the Closing
Date or the applicable Servicing Transfer Date, as applicable, the Seller shall
cause to be delivered to the Servicer, the Servicing Files with respect to
the
Mortgage Loans listed on the Mortgage Loan Schedule. The Servicer shall maintain
a Servicing File with respect to each Mortgage Loan in order to service such
Mortgage Loans pursuant to this Agreement and each Servicing File delivered
to
the Servicer shall be held in trust by the Servicer for the benefit of the
Trustee; provided,
however,
that the
Servicer shall have no liability for any Servicing Files (or portions thereof)
not delivered by the Seller. The Servicer’s possession of any portion of the
Mortgage Loan documents shall be at the will of the Trustee for the sole purpose
of facilitating servicing of the related Mortgage Loan pursuant to this
Agreement, and such retention and possession by the Servicer shall be in a
custodial capacity only. The ownership of each Mortgage Note, Mortgage, and
the
contents of the Servicing File shall be vested in the Trustee and the ownership
of all records and documents with respect to the related Mortgage Loan prepared
by or which come into the possession of the Servicer shall immediately vest
in
the Trustee and shall be retained and maintained, in trust, by the Servicer
at
the will of the Trustee in such custodial capacity only. The portion of each
Servicing File retained by the Servicer pursuant to this Agreement shall be
appropriately marked to clearly reflect the ownership of the related Mortgage
Loan by the Trustee. The Servicer shall release from its custody the contents
of
any Servicing File retained by it only in accordance with this
Agreement.
-13-
Section
2.02. Books
and Records.
All
rights arising out of the Mortgage Loans shall be vested in the Trustee, subject
to the Servicer’s right to service and administer the Mortgage Loans hereunder
in accordance with the terms of this Agreement. All funds received on or in
connection with a Mortgage Loan, other than the Servicing Fee and other
compensation and reimbursement to which the Servicer is entitled as set forth
herein, including but not limited to Section 5.03 below, shall be received
and
held by the Servicer in trust for the benefit of the Trustee pursuant to the
terms of this Agreement.
The
Servicer shall forward to the Custodian original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with Section 3.01 within one week of their execution;
provided,
however,
that
the Servicer shall provide the Custodian with a certified true copy of any
such
document submitted for recordation within one week of its execution, and shall
provide the original of any document submitted for recordation or a copy of
such
document certified by the appropriate public recording office to be a true
and
complete copy of the original within 120 days of its submission for
recordation.
ARTICLE
III.
SERVICING
OF THE MORTGAGE LOANS
Section
3.01. Servicer
to Service.
The
Servicer, as an independent contractor, shall service and administer the
Mortgage Loans from and after the Closing Date or the applicable Servicing
Transfer Date, as applicable, and shall have full power and authority, acting
alone, to do any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable, consistent
with the terms of this Agreement and with Accepted Servicing Practices.
Consistent
with the terms of this Agreement, the Servicer may waive, modify or vary any
term of any Mortgage Loan or consent to the postponement of strict compliance
with any such term or in any manner grant indulgence to any Mortgagor if in
the
Servicer’s reasonable and prudent determination such waiver, modification,
postponement or indulgence is not materially adverse to the Trust Fund;
provided,
however,
that
unless the Servicer has obtained the prior written consent of the Master
Servicer and the NIMS Insurer, the Servicer shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage Interest Rate
(except for modifications relating to a Relief Act Reduction), defer or forgive
the payment of principal or interest, reduce or increase the outstanding
principal balance (except for actual payments of principal) or change the final
maturity date on such Mortgage Loan. Without limiting the generality of the
foregoing, the Servicer shall continue, and is hereby authorized and empowered,
to execute and deliver on behalf of itself and the Trustee, all instruments
of
satisfaction or cancellation, or of partial or full release, discharge and
all
other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties; provided, further, that upon the full
release or discharge, the Servicer shall notify the related Custodian of the
related Mortgage Loan of such full release or discharge. Upon the reasonable
request of the Servicer, the Trustee shall execute and deliver to the Servicer
with any powers of attorney and other documents, furnished to it by the Servicer
and reasonably satisfactory to the Trustee, necessary or appropriate to enable
the Servicer to carry out its servicing and administrative duties under this
Agreement; provided
that
the
Trustee shall not be liable for the actions of the Servicer under such powers
of
attorney. Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Servicer shall forward
to
the Master Servicer copies of any documents evidencing such assumption,
modification, consolidation or extension. Notwithstanding anything to the
contrary contained in this Agreement, the Servicer shall not make or permit
any
modification, waiver or amendment of any term of any Mortgage Loan that would
cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC
or result in the imposition of any tax under Section 860F(a) or Section 860G(d)
of the Code.
-14-
The
Servicer shall not without the Trustee’s written consent: (i) initiate any
action, suit or proceedings solely under the Trustee’s name without indicating
the Servicer’s, representative capacity or (ii) take any action with the intent
to cause, and which actually does cause, the Trustee to be registered to do
business in any state. The Servicer shall indemnify the Trustee for any and
all
costs, liabilities and expenses incurred by the Trustee in connection with
the
negligent or willful misuse of such powers of
attorney
by the Servicer.
In
servicing and administering the Mortgage Loans, the Servicer shall employ
procedures (including collection procedures) and exercise the same care that
it
would employ and exercise in servicing and administering similar mortgage loans
for its own account, giving due consideration to Accepted Servicing Practices
where such practices do not conflict with the requirements of this
Agreement.
Section
3.02. Collection
and Liquidation of Mortgage Loans.
Continuously
from the Closing Date or the applicable Servicing Transfer Date, as applicable,
until the date each Mortgage Loan ceases to be subject to this Agreement, the
Servicer shall proceed diligently to collect all payments due under each of
the
Mortgage Loans when the same shall become due and payable and shall ascertain
and estimate Escrow Payments and all other charges that will become due and
payable with respect to the Mortgage Loans and each related Mortgaged Property,
to the end that the installments payable
by the Mortgagors will be sufficient to pay such charges as and when they become
due and payable.
The
Servicer shall, consistent with the procedures that the Servicer would use
in
servicing similar mortgage loans for its own account, foreclose upon or
otherwise comparably convert the ownership of such Mortgaged Properties as
come
into and continue in default and as to which no satisfactory arrangements can
be
made for collection of delinquent payments pursuant to Section 3.01. The
Servicer shall realize upon defaulted Mortgage Loans in such a manner as will
maximize the receipt
of principal and interest by the Trustee, taking into account, among other
things, the timing of foreclosure proceedings. The foregoing is subject to
the
provisions that, in any case in which Mortgaged Property shall have suffered
damage, the Servicer shall not be required to expend its own funds toward the
restoration of such property unless it shall determine in its discretion (i)
that such restoration will increase the proceeds of liquidation of the related
Mortgage Loan to the Master Servicer after reimbursement to itself for such
expenses, and (ii) that such expenses will be recoverable by the Servicer
through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
Property. In the event that any payment due under any Mortgage Loan and not
postponed pursuant to Section 3.01 is not paid when the same becomes due and
payable, or in the event the Mortgagor fails to perform any other covenant
or
obligation under the Mortgage Loan and such failure continues beyond any
applicable grace period, the Servicer shall take such action as (1) the Servicer
would take for its own account under similar circumstances with respect to
a
similar mortgage loan, (2) shall be consistent with Accepted Servicing
Practices, (3) the Servicer shall determine prudently to be in the best interest
of the Trust Fund, and (4) is consistent with any related PMI Policy or LPMI
Policy. In the event that any
payment due under any Mortgage Loan is not postponed pursuant to Section 3.01
and remains delinquent for a period of ninety (90) days or any other default
continues for a period of ninety (90) days beyond the expiration of any grace
or
cure period, the Servicer shall commence foreclosure proceedings. The Servicer
shall notify the Master Servicer, the Trustee and the NIMS Insurer in
writing of the commencement of foreclosure proceedings on a monthly basis no
later than the fifth Business Day of each month. In such connection, the
Servicer shall be responsible for all costs and expenses incurred by it in
any
such proceedings; provided,
however,
that it
shall be entitled to reimbursement thereof from the related Mortgaged Property,
as contemplated in Section 3.04.
-15-
Section
3.03. Establishment
of and Deposits to Custodial Account.
The
Servicer shall segregate and hold all funds collected and received pursuant
to
the Mortgage Loans separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Custodial Accounts, in
the
form of time deposit or demand accounts, titled “GMAC Mortgage, LLC, as
servicer, in trust for the benefit of the Holders of GreenPoint Mortgage Funding
Trust Mortgage Pass-Through Certificates, Series 2007-AR1.” Any Custodial
Account shall be an Eligible Deposit Account established with a Eligible
Institution. Any funds deposited in the Custodial Account shall be invested
in
Eligible Investments subject to the provisions of Section 3.10 hereof. Funds
deposited in the Custodial Account may be drawn on by the Servicer in accordance
with Section 3.04. The creation of any Custodial Account shall be evidenced
by a
letter agreement in the form of Exhibit B hereto. A copy of such letter
agreement shall be furnished to the Master Servicer and the NIMS
Insurer.
The
Servicer shall deposit in the Custodial Account within two Business Days of
receipt, and retain therein, the following collections received by the Servicer
and payments made by the Servicer after the Cut-off Date (other than scheduled
payments of principal and interest due on or before the Cut-off Date) or the
Servicing Transfer Date, as applicable:
(i) all
payments on account of principal on the Mortgage Loans, including all Principal
Prepayments;
-16-
(ii) all
payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;
(iii) all
Prepayment Charges;
(iv) all
Liquidation Proceeds;
(v) all
Insurance Proceeds including amounts required to be deposited pursuant to
Section 3.11 (other than proceeds to be held in the Escrow Account or a suspense
account and applied to the restoration and repair of the Mortgaged Property
or
released to the Mortgagor in accordance with the related Mortgage Loan documents
and Accepted Servicing Practices);
(vi) all
Condemnation Proceeds not deposited into a suspense account pending application
that are not applied to the restoration or repair of the Mortgaged Property
or
released to the Mortgagor in accordance with the related Mortgage Loan documents
and Accepted Servicing Practices;
(vii) any
amount required to be deposited in the Custodial Account pursuant to this
Agreement;
(viii) any
amounts received from the seller of a Mortgage Loan or any other person giving
representations and warranties with respect to the Mortgage Loan, in connection
with the repurchase of any Mortgage Loan;
(ix) any
amounts required to be deposited by the Servicer pursuant to Section 3.11 in
connection with the deductible clause in any blanket hazard insurance policy;
(x) any
amounts received with respect to or related to any REO Property or REO
Disposition Proceeds;
(xi) any
amounts required to be deposited by the Servicer pursuant to Section 3.16 or
Section 3.24 in connection with any unpaid claims that are a result of a breach
by the Servicer or any Subservicer of the obligations hereunder or under the
terms of a PMI Policy; and
(xii) any
amounts received by the Servicer under a PMI or LPMI Policy.
The
foregoing requirements for deposit into the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of the Servicing Fee and Ancillary
Income need not be deposited by the Servicer into the Custodial Account. Any
interest on the Custodial Account shall accrue to the benefit of the
Seller.
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Section
3.04. Permitted
Withdrawals From Custodial Account.
The
Servicer shall, from time to time, withdraw funds from the Custodial Account
for
the following purposes:
(i) to
make
payments to the Master Servicer in the amounts and in the manner provided for
in
Section 4.01;
(ii) in
the
event the Servicer has elected not to retain the Servicing Fee out of any
Mortgagor payments on account of interest or other recovery of interest with
respect to a particular Mortgage Loan (including late collections of interest
on
such Mortgage Loan, or interest portions of Insurance Proceeds, Liquidation
Proceeds or Condemnation Proceeds) prior to the deposit of such Mortgagor
payment or recovery in the Custodial Account, to pay to itself the related
Servicing Fee from all such Mortgagor payments in accordance with the terms
of
this Agreement, including, without limitation, Sections 3.03, 3.04 and 5.03
hereof;
(iii) following
the liquidation or other recovery of a Mortgage Loan, to reimburse itself for
unreimbursed Servicing Advances, the Servicer’s right to reimburse itself
pursuant to this subclause (ii) with respect to any Mortgage Loan being limited
to related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
REO
Disposition Proceeds and other amounts received in respect of the related REO
Property, and such other amounts as may be collected by the Servicer from the
Mortgagor or otherwise relating to such Mortgage Loan, it being understood
that,
in the case of any such reimbursement, the Servicer’s right thereto shall be
prior to the rights of the Trust Fund;
(iv) to
reimburse itself for remaining unreimbursed Servicing Advances, Servicing Fees
with respect to any defaulted Mortgage Loan as to which the Servicer has
determined that all amounts that it expects to recover on behalf of the Trust
Fund from or on account of such Mortgage Loan have been recovered;
(v) at
such
time a Mortgage Loan becomes a Charged-off Loan, to reimburse itself to the
extent of funds held in the Custodial Account for all unreimbursed Servicing
Advances owing to the Servicer relating to any Charged-off Loan accrued or
advanced during any period prior to the date the Mortgage Loan became a
Charged-off Loan;
(vi) to
transfer funds to another Eligible Institution in accordance with Section 3.10
hereof;
(vii) to
invest
funds in certain Eligible Investments in accordance with Section 3.10
hereof;
(viii) with
respect to each LPMI Loan, an amount equal to the related LPMI Fee to make
payment of premiums due under the LPMI Policy;
(ix) to
withdraw funds deposited in error; and
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(x) to
clear
and terminate the Custodial Account upon the termination of this
Agreement.
Section
3.05. Establishment
of and Deposits to Escrow Account.
The
Servicer shall segregate and hold all funds collected and received pursuant
to a
Mortgage Loan constituting Escrow Payments separate and apart from any of its
own funds and general assets and
shall
establish and maintain one or more Escrow
Accounts, in the form of time deposit or demand accounts, titled, “GMAC
Mortgage, LLC, as servicer, in trust for the benefit of the Holders of
GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates, Series
2007-AR1.” The Escrow Accounts shall be Eligible Deposit Accounts established
with an Eligible Institution in a manner that shall provide maximum available
insurance thereunder. Funds deposited in the Escrow Account may be drawn on
by
the Servicer in accordance with Section 3.06. The creation of any Escrow Account
by the Servicer shall be evidenced by a letter agreement in the form of Exhibit
C hereto. A copy of such letter agreement shall be furnished to the Master
Servicer and the NIMS Insurer.
The
Servicer shall deposit in the Escrow Account or Accounts within two Business
Days of receipt, and retain therein:
(i) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose
of
effecting timely payment of any such items as required under the terms of this
Agreement; and
(ii) all
amounts not deposited into a suspense account representing Insurance Proceeds
or
Condemnation Proceeds which are to be applied to the restoration or repair
of
any Mortgaged Property or released to the Mortgagor.
The
Servicer shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, as set forth in Section 3.06.
The
Servicer shall be entitled to retain any interest paid on funds deposited in
the
Escrow Account by the depository institution, other than interest on escrowed
funds required by law to be paid to the Mortgagor. To the extent required by
law, the Servicer shall pay interest on escrowed funds to the Mortgagor
notwithstanding that the Escrow Account may be non-interest bearing or that
interest paid thereon is insufficient for such purposes.
Section
3.06. Permitted
Withdrawals From Escrow Account.
Withdrawals
from the Escrow Account or Accounts may be made by the Servicer
only:
(i) to
effect
timely payments of ground rents, taxes, assessments, water rates, mortgage
insurance premiums, condominium charges, fire and hazard insurance premiums
or
other items constituting Escrow Payments for the related Mortgage;
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(ii) to
reimburse the Servicer for any Servicing Advance made by the Servicer with
respect to a related Mortgage Loan, but only from amounts received on the
related Mortgage Loan which represent late collections of Escrow Payments
thereunder;
(iii) to
refund
to any Mortgagor any funds found to be in excess of the amounts required under
the terms of the related Mortgage Loan;
(iv) to
the
extent permitted by applicable law, for transfer to the Custodial Account and
application to reduce the principal balance of the Mortgage Loan in accordance
with the terms of the related Mortgage and Mortgage Note;
(v) for
application to restoration or repair of the Mortgaged Property in accordance
with Section 3.15;
(vi) to
pay to
the Servicer, or any Mortgagor to the extent required by law, any interest
paid
on the funds deposited in the Escrow Account;
(vii) to
withdraw funds deposited in error; and
(viii) to
clear
and terminate the Escrow Account on the termination of this
Agreement.
The
Servicer will be responsible for the administration of the Escrow Accounts
and
will be obligated to make Servicing Advances to the Escrow Account in respect
of
its obligations under this Section 3.06, reimbursable from the Escrow Accounts
or Custodial Account to the extent not collected from the related
Mortgagor.
Section
3.07. Notification
of Adjustments.
With
respect to each adjustable rate Mortgage Loan, the Servicer shall adjust the
Mortgage Interest Rate on the related interest rate adjustment date and shall
adjust the Monthly Payment on the related mortgage payment adjustment date,
if
applicable, in compliance with the requirements of applicable law and the
related Mortgage and Mortgage Note. The Servicer shall execute and deliver
any
and all necessary notices required under applicable law and the terms of the
related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and
Monthly Payment adjustments. The Servicer shall promptly, upon written request
therefor, deliver to the Master Servicer applicable data regarding such
adjustments and the methods used to calculate and implement such adjustments.
Upon the discovery by the Servicer or the receipt of notice from the Master
Servicer that the Servicer has failed to adjust a Mortgage Interest Rate or
Monthly Payment in accordance with the terms of the related Mortgage Note,
the
Servicer shall immediately deposit in
the
Custodial Account from its own funds the amount of any interest loss or deferral
caused the Seller thereby.
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Section
3.08. [Reserved]
Section
3.09. Payment
of Taxes, Insurance and Other Charges.
(a) With
respect to each Mortgage Loan which provides for Escrow Payments, the Servicer
shall maintain accurate records reflecting the status of ground rents, taxes,
assessments, water rates, sewer rents, and other charges which are or may become
a lien upon the Mortgaged Property and the status of fire and hazard insurance
coverage and shall obtain, from time to time, all bills for the payment of
such
charges (including renewal premiums) (“Property
Charges”)
and
shall effect payment thereof prior to the applicable penalty or termination
date, employing for such purpose deposits of the Mortgagor in the Escrow Account
which shall have been estimated and accumulated by the Servicer in amounts
sufficient for such purposes, as allowed under the terms of the Mortgage. The
Servicer assumes full responsibility for the timely payment of all such bills
and shall effect timely payment of all such charges irrespective of each
Mortgagor’s faithful performance in the payment of same or the making of the
Escrow Payments, and such payments.
(b) To
the
extent that a Mortgage Loan does not provide for Escrow Payments, the Servicer
shall make advances from its own funds to effect payment
of all Property Charges upon receipt of notice of any failure to pay on the
part
of the Mortgagor, or at such other time as the Servicer determines to be in
the
best interest of the Trust Fund, provided
that in
any event the Servicer shall pay such charges on or before the earlier of (a)
any date by which payment is necessary to preserve the lien status of the
Mortgage or (b) the date which is ninety days after the date on which such
charges first became due. The Servicer shall pay any late fee or penalty which
is payable due to any delay in payment of any Property Charge after the earlier
to occur of (a) the date on which the Servicer receives notice of the failure
of
the Mortgagor to pay such Property Charge or (b) the date which is ninety days
after the date on which such charges first became due.
Section
3.10. Protection
of Accounts.
The
Servicer may transfer the Custodial Account or the Escrow Account to a different
Eligible Institution from time to time; provided
that in
the event the Custodial Account or any Escrow Account is held in a depository
institution or trust company that ceases to be an Eligible Institution, the
Servicer shall transfer such Custodial Account or Escrow Account, as the case
may be, to an Eligible Institution; provided,
further,
that
such transfer shall be made only upon obtaining the consent of the NIMS Insurer,
which consent shall not be withheld unreasonably, and the Servicer shall give
notice to the Master Servicer of any change in the location of the Custodial
Account or Escrow Account no later than 30 days after any such transfer is
made
and deliver to the Master Servicer and the NIMS Insurer a certification notice
in the form of Exhibit B or Exhibit C, as applicable, with respect to such
Eligible Institution.
The
Servicer shall bear any expenses, losses or damages sustained by the Master
Servicer or the Trustee if the Custodial Account and/or the Escrow Account
are
not demand deposit accounts.
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Amounts
on deposit in the Custodial Account shall at the direction of the Servicer
be
invested in Eligible Investments. Any such Eligible Investment shall mature
no
later than one day prior to the Remittance Date in each month; provided,
however,
that if
such Eligible Investment is an obligation of an Eligible Institution (other
than
the Servicer) that maintains the Custodial Account, then such Eligible
Investment may mature on the related Remittance Date. Any such Eligible
Investment shall be made in the name of the Servicer in trust for the benefit
of
the Trustee. All income on or gain realized from any such Eligible Investment
shall be for the benefit of the Servicer and may be withdrawn at any time by
the
Servicer. Any losses incurred in respect of any such investment shall be
deposited in the Custodial Account, by the Servicer out of its own funds
immediately as realized. If, at any time, the amount on deposit in the Custodial
Account exceeds the amount of the applicable FDIC insurance, such excess above
the amount of the applicable FDIC insurance shall be invested in Eligible
Investments.
Section
3.11. Maintenance
of Hazard Insurance.
The
Servicer shall cause to be maintained for each Mortgage Loan hazard insurance
such that all buildings upon the Mortgaged Property are insured by an insurer
acceptable under Xxxxxx Xxx and Xxxxxxx Mac guidelines against loss by fire,
hazards of extended coverage and such other hazards as are customary in the
area
where the Mortgaged Property is located, in an amount which is at least equal
to
the lesser of (i) the replacement value of the improvements securing such
Mortgage Loan and (ii) the greater of (a) the outstanding principal balance
of
the Mortgage Loan and (b) an amount such that the proceeds thereof shall be
sufficient to prevent the Mortgagor or the loss payee from becoming a
co-insurer.
If
upon
origination of the Mortgage Loan, the related Mortgaged Property was located
in
an area identified in the Federal Register by the Flood Emergency Management
Agency as having special flood hazards (and such flood insurance has been made
available), the Servicer will ensure that flood insurance required by the
related transfer agreement between the Seller and the related originator is
in
place as of the Closing Date and further ensure that it remains in place during
the term of this Agreement. If at any time during the term of the Mortgage
Loan,
the Servicer determines in accordance with applicable law and pursuant to the
Xxxxxx Mae Guides that a Mortgaged Property is located in a special flood hazard
area and is not covered by flood insurance or is covered in an amount less
than
the amount required by the Flood Disaster Protection Act of 1973, as amended,
the Servicer shall notify the related Mortgagor that the Mortgagor must obtain
such flood insurance coverage, and if said Mortgagor fails to obtain the
required flood insurance coverage within thirty (30) days after such
notification, the Servicer shall immediately force place the required flood
insurance on the Mortgagor’s behalf.
If
a
Mortgage is secured by a unit in a condominium project, the Servicer shall
verify that the coverage required of the owner’s association, including hazard,
flood, liability, and fidelity coverage, is being maintained in accordance
with
then current Xxxxxx Xxx requirements, and shall make commercially reasonable
efforts to secure from the owner’s association its agreement to notify the
Servicer promptly of any change in the insurance coverage or of any condemnation
or casualty loss that may have a material effect on the value of the Mortgaged
Property as security.
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The
Servicer shall cause to be maintained on each Mortgaged Property such other
additional insurance as may be required pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance, or pursuant to the requirements of any private mortgage
guaranty insurer, or as may be required to conform with Accepted Servicing
Practices.
In
the
event that the Master Servicer or the Servicer shall determine that the
Mortgaged Property should be insured against loss or damage by hazards and
risks
not covered by the insurance required to be maintained by the Mortgagor pursuant
to the terms of the Mortgage, the Servicer shall communicate and consult with
the Mortgagor with respect to the need for such insurance and bring to the
Mortgagor’s attention the desirability of protection of the Mortgaged
Property.
All
policies required hereunder shall name the Servicer as loss payee and shall
be
endorsed with standard or union mortgagee clauses, without contribution, which
shall provide for at least 30 days prior written notice of any cancellation,
reduction in amount or material change in coverage.
The
Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting
either his insurance carrier or agent; provided,
however,
that
the Servicer shall not accept any such insurance policies from insurance
companies unless such companies are rated A:VI or better in Best’s Key Rating
Guide and are licensed to do business in the jurisdiction in which the Mortgaged
Property is located. The Servicer shall determine that such policies provide
sufficient risk coverage and amounts, that they insure the property owner,
and
that they properly describe the property address. The Servicer shall furnish
to
the Mortgagor a formal notice of expiration of any such insurance in sufficient
time for the Mortgagor to arrange for renewal coverage by the expiration
date.
Pursuant
to Section 3.03, any amounts collected by the Servicer under any such policies
(other than amounts to be deposited in the Escrow Account or a suspense account
and applied to the restoration or repair of the related Mortgaged Property,
or
property acquired in liquidation of the Mortgage Loan, or to be released to
the
Mortgagor, in accordance with the Servicer’s normal servicing procedures as
specified in Section 3.15) shall be deposited in the Custodial Account subject
to withdrawal pursuant to Section 3.04.
Notwithstanding
anything set forth in the preceding paragraph, the Servicer agrees to indemnify
the Trustee, the NIMS Insurer, the Certificateholders, the Master Servicer
and
the Trust Fund for any claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments and any other costs, fees
and
expenses that any such indemnified party may sustain in any way related to
the
failure of the Mortgagor (or the Servicer) to maintain hazard insurance or
flood
insurance with respect to the related Mortgaged Property which complies with
the
requirements of this section.
Section
3.12. Maintenance
of Mortgage Impairment Insurance.
In
the
event that the Servicer shall obtain and maintain a blanket policy insuring
against losses arising from fire and hazards covered under extended coverage
on
all of the Mortgage Loans, then, to the extent such policy provides coverage
in
an amount equal to the amount required pursuant to Section 3.11 and otherwise
complies with all other requirements of Section 3.11, it shall conclusively
be
deemed to have satisfied its obligations as set forth in Section 3.11. Any
amounts collected by the Servicer under any such policy relating to a Mortgage
Loan shall be deposited in the Custodial Account subject to withdrawal pursuant
to Section 3.04. Such policy may contain a deductible clause, in which case,
in
the event that there shall not have been maintained on the related Mortgaged
Property a policy complying with Section 3.11, and there shall have been a
loss
which would have been covered by such policy, the Servicer shall deposit in
the
Custodial Account at the time of such loss the amount not otherwise payable
under the blanket policy because of such deductible clause, such amount to
deposited from the Servicer’s funds, without reimbursement therefor. Upon
request of the Master Servicer, the Trustee or the NIMS Insurer, the Servicer
shall cause to be delivered to such person a certified true copy of such
policy.
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Section
3.13. Maintenance
of Fidelity Bond and Errors and Omissions Insurance.
The
Servicer shall maintain with responsible companies, at its own expense, a
blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with broad
coverage on all officers, employees or other persons acting in any capacity
requiring such persons to handle funds, money, documents or papers relating
to
the Mortgage Loans (“Servicer
Employees”).
Any
such Fidelity Bond and Errors and Omissions Insurance Policy shall be in the
form of the Mortgage Banker’s Blanket Bond and shall protect and insure the
Servicer against losses, including forgery, theft, embezzlement, fraud, errors
and omissions and negligent acts of such Servicer Employees. Such Fidelity
Bond
and Errors and Omissions Insurance Policy also shall protect and insure the
Servicer against losses in connection with the release or satisfaction of a
Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 3.13 requiring such Fidelity
Bond
and Errors and Omissions Insurance Policy shall diminish or relieve the Servicer
from its duties and obligations as set forth in this Agreement. The minimum
coverage under any such bond and insurance policy shall be at least equal to
the
corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Mae Guides or by
Xxxxxxx Mac in the Xxxxxxx Xxx Xxxxxxx’ & Servicers’ Guide. Upon the request
of the Master Servicer, the Trustee or the NIMS Insurer, the Servicer shall
cause to be delivered to such party a certified true copy of such fidelity
bond
and insurance policy.
Section
3.14. Inspections.
The
Servicer shall inspect the Mortgaged Property as often as deemed necessary
by
the Servicer in accordance with Accepted Servicing Practices to assure itself
that the value of the Mortgaged Property is being preserved. In addition, if
any
Mortgage Loan is more than 45 days delinquent, the Servicer shall immediately
inspect the Mortgaged Property and shall conduct subsequent inspections in
accordance with Accepted Servicing Practices or as may be required by the
primary mortgage guaranty insurer. The Servicer shall keep a written report
of
each such inspection.
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Section
3.15. Restoration
of Mortgaged Property.
The
Servicer need not obtain the approval of the Master Servicer or the Trustee
prior to releasing any Insurance Proceeds or Condemnation Proceeds to the
Mortgagor to be applied to the restoration or repair of the Mortgaged Property
if such release is in accordance with Accepted Servicing Practices. At a
minimum, the Servicer shall comply with the following conditions in connection
with any such release of Insurance Proceeds or Condemnation
Proceeds:
(i) the
Servicer shall receive satisfactory independent verification of completion
of
repairs and issuance of any required approvals with respect thereto;
(ii) the
Servicer shall take all steps necessary to preserve the priority of the lien
of
the Mortgage, including, but not limited to requiring waivers with respect
to
mechanics’ and materialmen’s liens;
(iii) the
Servicer shall verify that the Mortgage Loan is not in default; and
(iv) pending
repairs or restoration, unless deposited into a suspense account, the Servicer
shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow
Account.
Section
3.16. Maintenance
of PMI and/or LPMI Policy; Claims.
(a) The
Servicer shall comply with all provisions of applicable state and federal law
relating to the cancellation of, or collection of premiums with respect to,
PMI
Policies, including, but not limited to, the provisions of the Homeowners
Protection Act of 1998, and all regulations promulgated thereunder, as amended
from time to time. The Servicer shall be obligated to make premium payments
with
respect to (i) LPMI Policies, to the extent of the LPMI Fee set forth on the
Mortgage Loan Schedule with respect to any LPMI Loans, which shall be paid
out
of the interest portion of the related Monthly Payment or, if a Monthly Payment
is not made, from the Servicer’s own funds and (ii) PMI Policies required to be
maintained by the Mortgagor rather than the Seller, if the Mortgagor is required
but fails to pay any PMI Policy premium, which shall be paid from the Servicer’s
own funds. Any premium payments made by the Servicer from its own funds pursuant
to this Section 3.16(a) shall be recoverable by the Servicer as a Servicing
Advance, subject to the reimbursement provisions of Section 3.04(iv).
(b) With
respect to each Mortgage Loan (other than LPMI Loans) with a loan-to-value
ratio
at origination in excess of 80%, the Servicer shall maintain or cause the
Mortgagor to maintain (to the extent that the Mortgage Loan requires the
Mortgagor to maintain such insurance) in full force and effect a PMI Policy,
and
shall pay or shall cause the Mortgagor to pay the premium thereon on a timely
basis, until the LTV of such Mortgage Loan is reduced to 80%. In the event
that
such PMI Policy shall be terminated and the loan to value ratio is greater
than
80%, the Servicer, in accordance with Accepted Servicing Practices, shall obtain
from another Qualified Insurer a comparable replacement policy, with a total
coverage equal to the remaining coverage of such terminated PMI Policy, at
substantially the same fee level. The Servicer shall not take any action which
would result in noncoverage under any applicable PMI Policy of any loss which,
but for the actions of the Servicer would have been covered thereunder. In
connection with any assumption or substitution agreements entered into or to
be
entered into with respect to a Mortgage Loan, the Servicer shall promptly notify
the insurer under the related PMI Policy, if any, of such assumption or
substitution of liability in accordance with the terms of such PMI Policy and
shall take all actions which may be required by such insurer as a condition
to
the continuation of coverage under such PMI Policy. If such PMI Policy is
terminated as a result of such assumption or substitution of liability, the
Servicer shall obtain a replacement PMI Policy as provided above.
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(c) With
respect to each Mortgage Loan covered by a PMI Policy or LPMI Policy, the
Servicer shall take all such actions on behalf of the Trustee as are necessary
to service, maintain and administer the related Mortgage Loan in accordance
with
such Policy and to enforce the rights under such Policy. Except as expressly
set
forth herein, the Servicer shall have full authority on behalf of the Trust
Fund
to do anything it deems appropriate or desirable in connection with the
servicing, maintenance and administration of such Policy; provided
that
the
Servicer shall not take any action to permit any modification or assumption
of a
Mortgage Loan covered by a LPMI Policy or PMI Policy, or take any other action
with respect to such Mortgage Loan, which would result in non-coverage under
such Policy of any loss which, but for actions of any Servicer or the
Subservicer, would have been covered thereunder. If the Qualified Insurer fails
to pay a claim under a LPMI Policy or PMI Policy solely as a result of a breach
by the Servicer or Subservicer of its obligations hereunder or under such
Policy, the Servicer shall be required to deposit in the Custodial Account
on or
prior to the next succeeding Remittance Date an amount equal to such unpaid
claim from its own funds without any rights to reimbursement from the Trust
Fund. The Servicer shall cooperate with the Qualified Insurers and shall furnish
all reasonable evidence and information in the possession of the Servicer to
which the Servicer has access with respect to the related Mortgage Loan;
provided,
however,
that
notwithstanding anything to the contrary contained in any LPMI Policy or PMI
Policy, the Servicer shall not be required to submit any reports to the related
Qualified Insurer until a reporting date that is at least 15 days after the
Servicer has received sufficient loan level information from the Seller to
appropriately code its servicing systems in accordance with the Qualified
Insurer’s requirements.
(d) In
connection with its activities as servicer, the Servicer agrees to prepare
and
present, on behalf of itself and the Trustee, claims to the Qualified Insurer
under any PMI Policy or LPMI Policy in a timely fashion in accordance with
the
terms of such PMI Policy or LPMI Policy and, in this regard, to take such action
as shall be necessary to permit recovery under any PMI Policy or LPMI Policy
respecting a defaulted Mortgage Loan. Any amounts collected by the Servicer
under any PMI Policy or LPMI Policy shall be deposited in the Custodial Account
pursuant to Section 3.03(xii), subject to withdrawal pursuant to Section
3.04.
(e) The
Trustee shall furnish the Servicer with any powers of attorney and other
documents (within three (3) Business Days upon request from the Servicer) in
form as provided to it necessary or appropriate to enable the Servicer to
service and administer any PMI or LPMI Policy; provided,
however,
that the
Trustee shall not be liable for the actions of the Servicer under such power
of
attorney.
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(f) The
Servicer shall deposit into the Custodial Account pursuant to Section 3.03(v)
hereof all Insurance Proceeds received under the terms of a PMI Policy or an
LPMI Policy.
(g) Notwithstanding
the provisions of (a) and (b) above, the Servicer shall not take any action
in
regard to any PMI Policy or LPMI Policy inconsistent with the interests of
the
Trustee or the Certificateholders or with the rights and interests of the
Trustee or the Certificateholders under this Agreement.
Section
3.17. Title,
Management and Disposition of REO Property.
In
the
event that title to any Mortgaged Property is acquired in foreclosure or by
deed
in lieu of foreclosure, the deed or certificate of sale shall be taken in the
name of the Trustee or its nominee in trust for the benefit of the
Certificateholders, or in the event the Trustee is not authorized or permitted
to hold title to real property in the state where the REO Property is located,
or would be adversely affected under the “doing business” or tax laws of such
state by so holding title, the deed or certificate of sale shall be taken in
the
name of such Person or Persons as shall be consistent with an Opinion of Counsel
obtained by the Servicer from any attorney duly licensed to practice law in
the
state where the REO Property is located. The cost for such Opinion of Counsel
shall be deemed a Servicing Advance. The Person or Persons holding such title
other than the Trustee shall acknowledge in writing that such title is being
held as nominee for the Trustee.
The
Servicer shall manage, conserve, protect and operate each REO Property for
the
Trustee solely for the purpose of its prompt disposition and sale. The Servicer,
either itself or through an agent selected by the Servicer, shall manage,
conserve, protect and operate the REO Property in the same manner that it
manages, conserves, protects and operates other foreclosed property for its
own
account, and in the same manner that similar property in the same locality
as
the REO Property is managed. The Servicer shall attempt to sell the same (and
may temporarily rent the same for a period not greater than one year, except
as
otherwise provided below) on such terms and conditions as the Servicer deems
to
be in the best interest of the Trustee and the Certificateholders.
If
the
Servicer hereafter becomes aware that a Mortgaged Property is an Environmental
Problem Property, the Servicer will notify the Master Servicer and the NIMS
Insurer of the existence of the Environmental Problem Property. Additionally,
the Servicer shall set forth in such notice a description of such problem,
a
recommendation to the Master Servicer and the NIMS Insurer relating to the
proposed action regarding the Environmental Problem Property, and the Servicer
shall carry out the recommendation set forth in such notice unless otherwise
directed by the Master Servicer or the NIMS Insurer in writing within five
(5)
days after its receipt (or deemed receipt) of such notice in accordance with
the
terms and provisions of Section 9.04 below. The Master Servicer shall be
provided a copy of the NIMS Insurer’s instructions to the Servicer.
Notwithstanding the foregoing, the Servicer shall obtain the Master Servicer's
and the NIMS Insurer's written consent to any expenditures proposed to remediate
Environmental Problem Properties or to defend any claims associated with
Environmental Problem Properties if such expenses, in the aggregate, are
expected to exceed $100,000. Failure to provide written notice of disapproval
of
the expenditure within five (5) days of receipt (or deemed receipt) of such
request for prepaid expenditures shall be deemed an approval of such
expenditure. The Master Servicer shall be provided with a copy of the NIMS
Insurer’s instructions to the Servicer. If the Servicer has received reliable
instructions to the effect that a Property is an Environmental Problem Property
(e.g., Servicer obtains a broker's price opinion which reveals the potential
for
such problem), the Servicer will not accept a deed-in-lieu of foreclosure upon
any such Property without first obtaining a preliminary environmental
investigation for the Property satisfactory to the Master Servicer or the NIMS
Insurer.
-27-
In
the
event that the Trust Fund acquires any REO Property in connection with a default
or imminent default on a Mortgage Loan, the Servicer shall dispose of such
REO
Property not later than the end of the third taxable year after the year of
its
acquisition by the Trust Fund unless the Servicer has applied for and received
a
grant of extension from the Internal Revenue Service (and provide a copy of
the
same to the NIMS Insurer and the Master Servicer) to the effect that, under
the
REMIC Provisions and any relevant proposed legislation and under applicable
state law, the applicable Trust REMIC may hold REO Property for a longer period
without adversely affecting the REMIC status of such REMIC or causing the
imposition of a federal or state tax upon such REMIC. If the Servicer has
received such an extension (and provided a copy of the same to the NIMS Insurer
and the Master Servicer), then the Servicer shall continue to attempt to sell
the REO Property for its fair market value for such period longer than three
years as such extension permits (the “Extended Period”). If the Servicer has not
received such an extension and the Servicer is unable to sell the REO Property
within the period ending three months before the end of such third taxable
year
after its acquisition by the Trust Fund or if the Servicer has received such
an
extension, and the Servicer is unable to sell the REO Property within the period
ending three months before the close of the Extended Period, the Servicer shall,
before the end of the three-year period or the Extended Period, as applicable,
(i) purchase such REO Property at a price equal to the REO Property’s fair
market value, as acceptable to the NIMS Insurer or (ii) auction the REO Property
to the highest bidder (which may be the Servicer) in an auction reasonably
designed to produce a fair price prior to the expiration of the three-year
period or the Extended Period, as the case may be. The Trustee shall sign any
document or take any other action reasonably requested by the Servicer which
would enable the Servicer, on behalf of the Trust Fund, to request such grant
of
extension.
Notwithstanding
any other provisions of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise used
by
or on behalf of the Trust Fund in such a manner or pursuant to any terms that
would: (i) cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code; or (ii) subject any Trust
REMIC to the imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of Sections 860F or
860G(c) of the Code, unless the Servicer has agreed to indemnify and hold
harmless the Trust Fund and the NIMS Insurer with respect to the imposition
of
any such taxes.
Prior
to
acceptance by the Servicer of an offer to sell any REO Property, the Servicer
shall notify the Master Servicer and the NIMS Insurer of such offer in writing
which notification shall set forth all material terms of said offer (each a
“Notice of Sale”). The Master Servicer and/or the NIMS Insurer shall be deemed
to have approved the sale of any REO Property unless either of them notifies
the
Servicer in writing, within five (5) Business Days after its receipt of the
related Notice of Sale, that it disapproves of the related sale, in which case
the Servicer shall not proceed with such sale.
-28-
The
Servicer shall also maintain on each REO Property fire and hazard insurance
with
extended coverage in amount which is at least equal to the maximum insurable
value of the improvements which are a part of such property, liability insurance
and, to the extent required and available under the Flood Disaster Protection
Act of 1973, as amended, flood insurance in the amount required above.
The
proceeds of sale of the REO Property shall be promptly deposited in the
Custodial Account. As soon as practical thereafter the expenses of such sale
shall be paid and the Servicer shall reimburse itself for any related
unreimbursed Servicing Advances and unreimbursed advances made pursuant to
this
Section.
The
Servicer shall make advances of all funds necessary for the proper operation,
management and maintenance of the REO Property, including the cost of
maintaining any hazard insurance pursuant to Section 3.11, such advances to
be
reimbursed from the disposition or liquidation proceeds of the REO Property.
The
Servicer shall make monthly distributions on each Remittance Date to the Master
Servicer of the net cash flow from the REO Property (which shall equal the
revenues from such REO Property net of the expenses described in this Section
3.17 and of any reserves reasonably required from time to time to be maintained
to satisfy anticipated liabilities for such expenses).
Section
3.18. Real
Estate Owned Reports.
Together
with the statement furnished pursuant to Section 4.02, the Servicer shall
furnish to the Master Servicer and the NIMS Insurer on or before the fifth
(5th)
Business Day in each month a statement with respect to any REO Property covering
the operation of such REO Property for the previous month and the Servicer’s
efforts in connection with the sale of such REO Property and any rental of
such
REO Property incidental to the sale thereof for the previous month. That
statement shall be accompanied by such other information as either the Master
Servicer or the NIMS Insurer shall reasonably request.
Section
3.19. Liquidation
Reports.
Upon
the
foreclosure sale of any Mortgaged Property or the acquisition thereof by the
Trustee pursuant to a deed in lieu of foreclosure, the Servicer shall submit
to
the Trustee and the Master Servicer a liquidation report with respect to such
Mortgaged Property. In addition, the Servicer shall provide the Master Servicer
a report setting forth Servicing Advances and other expenses incurred in
connection with the liquidation of any Mortgage Loan.
Section
3.20. Reports
of Foreclosures and Abandonments of Mortgaged Property.
Following
the foreclosure sale or abandonment of any Mortgaged Property, the Servicer
shall report such foreclosure or abandonment as required pursuant to Section
6050J of the Code.
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Section
3.21. Prepayment
Charges.
The
Servicer or any designee of the Servicer shall not waive any Prepayment Charge
with respect to any Mortgage Loan which contains a Prepayment Charge which
prepays during the term of the charge. If the Servicer or its designee fails
to
collect the Prepayment Charge upon any prepayment of any Mortgage Loan which
contains a Prepayment Charge, the Servicer shall pay the Trust Fund at such
time
(by deposit to the Custodial Account) an amount equal to the Prepayment Charge
which was not collected. Notwithstanding the above, the Servicer or its designee
may waive a Prepayment Charge without paying the Trust Fund the amount of the
Prepayment Charge if (i) the Mortgage Loan is in default (defined as 61 days
or
more delinquent) and such waiver would maximize recovery of total proceeds
taking into account the value of such Prepayment Charge and the related Mortgage
Loan or (ii) if the prepayment is not a result of a refinance by the Servicer
or
any of its affiliates and the Mortgage Loan is foreseen to be in default and
such waiver would maximize recovery of total proceeds taking into account the
value of such Prepayment Charge and the related Mortgage Loan or (iii) the
collection of the Prepayment Charge would be in violation of applicable
laws.
Section
3.22. Compliance
with Safeguarding Customer Information Requirements.
The
Servicer has implemented and will maintain security measures designed to meet
the objectives of the Interagency Guidelines Establishing Standards for
Safeguarding Customer Information published in final form on February 1, 2001,
66 Fed. Reg. 8616, and the rules promulgated thereunder, as amended from time
to
time (the “Guidelines”). The Servicer shall promptly provide the Seller
information regarding such security measures upon the reasonable request of
the
Seller which information shall include, but not be limited to, any SAS 70 report
covering the Servicer’s operations, and any other audit reports, summaries of
test results or equivalent measures taken by the Servicer with respect to its
security measures.
Section
3.23. Credit
Reporting.
For
each
Mortgage Loan, the Servicer has and shall continue to accurately and fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to each of the following credit repositories:
Equifax Credit Information Services, Inc., Trans Union, LLC and Experian
Information Solution, Inc., or any respective successors, on a monthly basis.
In
addition, with respect to any Mortgage Loan serviced for a Xxxxxx Xxx pool,
the
Servicer shall transmit full credit reporting data to each of such credit
repositories in accordance with Xxxxxx Mae Guide Announcement 95-19 (November
20, 1995) (or such amendments or updates thereto), a copy of which is attached
hereto as Exhibit G, reporting each of the following statuses, each month with
respect to a Mortgage Loan in a Xxxxxx Xxx pool: New origination, current,
delinquent (30-60-90-days, etc.), foreclosed or charged off.
ARTICLE
IV.
PAYMENTS
TO MASTER
SERVICER
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Section
4.01. Remittances.
On
each
Remittance Date, no later than 3:00 p.m. New York City time, the Servicer shall
remit on an actual/actual basis by wire transfer of immediately available funds
to the Master Servicer (a) all amounts deposited in the Custodial Account as
of
the close of business on the last day of the related Due Period (net of charges
against or withdrawals from the Custodial Account pursuant to Section 3.04),
minus (b) any amounts attributable to Principal Prepayments, Liquidation
Proceeds, Insurance Proceeds, Condemnation Proceeds or REO Disposition Proceeds
received after the applicable Principal Prepayment Period, which amounts shall
be remitted on the following Remittance Date, together with any additional
interest required to be deposited in the Custodial Account in connection with
such Principal Prepayment in accordance with Section 3.03(vii), and minus (c)
any amounts attributable to Monthly Payments collected but due on a Due Date
or
Due Dates subsequent to the first day of the month in which such Remittance
Date
occurs, which amounts shall be remitted on the Remittance Date next succeeding
the Due Date related to such Monthly Payment.
With
respect to any remittance received by the Master Servicer after the first
Business Day following the Business Day on which such payment was due, the
Servicer shall pay to the Master Servicer interest on any such late payment
at
an annual rate equal to the Prime Rate, adjusted as of the date of each change,
plus two (2) percentage points, but in no event greater than the maximum amount
permitted by applicable law. Such interest shall be deposited in the Custodial
Account by the Servicer on the date such late payment is made and shall cover
the period commencing with the day following such second Business Day and ending
with the Business Day on which such payment is made, both inclusive. Such
interest shall be remitted along with the distribution payable on the next
succeeding Remittance Date. The payment by the Servicer of any such interest
shall not be deemed an extension of time for payment or a waiver of any Event
of
Default by the Trustee or the Master Servicer.
All
remittances required to be made to the Master Servicer shall be made to the
following wire account or to such other account as may be specified by the
Master Servicer from time to time:
Bank
of
New York
ABA#:
000-000-000
Account
Name: Aurora
Loan Services LLC,
Master
Servicing Payment Clearing Account
Account
Number: 8900620730
Beneficiary:
Aurora Loan Services LLC
For
further credit to: GPMF 2007-AR1
Section
4.02. Statements
to the Seller.
(a) Not
later
than the fifth (5th)
Business Day of each month, the Servicer shall furnish to the Master Servicer
and the NIMS Insurer (i) a monthly remittance advice in the format set forth
in
Exhibit D-1 hereto and a monthly defaulted loan report in the format set forth
in Exhibit D-2 hereto (or in such other format mutually agreed to between the
Servicer and the Master Servicer) relating to the period ending on the last
day
of the preceding calendar month and a monthly loan loss report in the format
set
forth in Exhibit D-3 hereto and (ii) all such information required pursuant
to
clause (i) above on a magnetic tape or other similar media reasonably acceptable
to the Master Servicer.
-31-
Such
monthly remittance advice shall also be accompanied by a supplemental report
provided to the Master Servicer, the NIMS Insurer and the Seller which includes
on an aggregate basis for the previous Due Period (i) the amount of claims
filed
on any LPMI Policy, (ii) the amount of any claim payments made on any LPMI
Policy, (iii) the amount of claims denied or curtailed on any LPMI Policy and
(iv) policies cancelled with respect to those Mortgage Loans covered by any
LPMI
Policy purchased by the Seller on behalf of the Trust Fund.
(b) In
addition, not more than 75 days after the end of each calendar year, commencing
December 31, 2006, the Servicer shall provide (as such information becomes
reasonably available to the Servicer) to the Master Servicer, the Trustee and
the NIMS Insurer such information concerning the Mortgage Loans and annual
remittances to the Master Servicer relating thereto as is necessary for the
Trustee to prepare the Trust Fund’s federal income tax return and for any
investor in the Certificates to prepare any required tax return. Such obligation
of the Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Servicer to the
Master Servicer, the Trustee and the NIMS Insurer pursuant to any requirements
of the Code as from time to time are in force.
(c) The
Servicer shall promptly notify the Trustee, the Master Servicer and the
Depositor (i) of any legal proceedings pending against the Servicer of the
type
described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Servicer
shall become (but only to the extent not previously disclosed to the NIMS
Insurer, the Master Servicer and the Depositor) at any time an affiliate of
any
of the parties listed on Exhibit I to this Agreement.
If
so
requested by the Trustee, the Master Servicer or the Depositor on any date
following the date on which information was first provided to the Trustee,
the
NIMS Insurer and the Depositor pursuant to the preceding sentence, the Servicer
shall within five Business Days, confirm in writing the accuracy of the
representations and warranties set forth in Section 6.01(l) or, if such a
representation and warranty is not accurate as of the date of such request,
provide reasonable adequate disclosure of the pertinent facts, in writing,
to
the requesting party.
The
Servicer shall provide to the Trustee, the NIMS Insurer, the Master Servicer
and
the Depositor prompt notice of the occurrence of any of the following: any
event
of default under the terms of this Agreement, any merger, consolidation or
sale
of substantially all of the assets of the Servicer, the Servicer’s engagement of
any Subservicer, Subcontractor or vendor to perform or assist in the performance
of any of the Servicer’s obligations under this Agreement, any material
litigation involving the Servicer, and any affiliation or other significant
relationship between the Servicer and other transaction parties.
(d) Not
later
than the tenth calendar day of each month (or if such calendar day is not a
Business Day, the immediately succeeding Business Day), the Servicer shall
provide to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor
notice of the occurrence of any material modifications, extensions or waivers
of
terms, fees, penalties or payments relating to the Mortgage Loans during the
related Due Period or that have cumulatively become material over time (Item
1121(a)(11) of Regulation AB) along with all information, data, and materials
related thereto as may be required to be included in the related Distribution
Report on Form 10-D.
-32-
Section
4.03. Monthly
Advances by Servicer.
The
Servicer shall not be required to make Monthly Advances.
Section
4.04. Due
Dates Other Than the First of the Month.
Mortgage
Loans having Due Dates other than the first day of a month shall be accounted
for as described in this Section 4.04. Any payment due on a day other than
the
first day of each month shall be considered due on the first day of the month
following the month in which that payment is due as if such payment were due
on
the first day of
said
month. For example, a payment due on November 15 shall be considered to be
due
on December 1. Any payment collected on a Mortgage Loan after the Cut-off Date
shall be deposited in the Custodial Account. For Mortgage Loans with Due Dates
on the first day of a month, deposits to the Custodial Account begin with the
payment due on the first of the month following the Cut-off Date.
ARTICLE
V.
GENERAL
SERVICING PROCEDURES
Section
5.01. Transfers
of Mortgaged Property.
The
Servicer shall enforce any “due-on-sale” provision contained in any Mortgage or
Mortgage Note and deny assumption by the person to whom the Mortgaged Property
has been or is about to be sold whether by absolute conveyance or by contract
of
sale, and whether or not the Mortgagor remains liable on the Mortgage and the
Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor,
the Servicer shall, to the extent it has knowledge of such conveyance, exercise
its rights to accelerate the maturity of such Mortgage Loan under the
“due-on-sale” clause applicable thereto; provided,
however,
that
the Servicer shall not exercise such rights if prohibited by law from doing
so
or if the exercise of such rights would impair or threaten to impair any
recovery under the related LPMI Policy, if any.
If
the
Servicer reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, the Servicer shall enter into (i) an assumption and
modification agreement with the person to whom such property has been conveyed,
pursuant to which such person becomes liable under the Mortgage Note and the
original Mortgagor remains liable thereon or (ii) in the event the Servicer
is
unable under applicable law to require that the original Mortgagor remain liable
under the Mortgage Note and the Servicer has the prior consent of the primary
mortgage guaranty insurer, a substitution of liability agreement with the seller
of the Mortgaged Property pursuant to which the original Mortgagor is released
from liability and the seller of the Mortgaged Property is substituted as
Mortgagor and becomes liable under the Mortgage Note. In connection with any
assumption agreement that may be entered into by the Servicer, none of the
Mortgage Interest Rate borne by the related Mortgage Note, the term of the
Mortgage Loan or the outstanding principal amount of the Mortgage Loan shall
be
changed.
-33-
To
the
extent that any Mortgage Loan is assumable, the Servicer shall inquire
diligently into the creditworthiness of the proposed transferee, and shall
use
the underwriting criteria for approving the credit of the proposed transferee
which are used by the Servicer, its affiliates or Xxxxxx Xxx with respect to
underwriting mortgage loans of the same type as the Mortgage Loans. If the
credit of the proposed transferee does not meet such underwriting criteria,
the
Servicer diligently shall, to the extent permitted by the Mortgage or the
Mortgage Note and by applicable law, accelerate the maturity of the Mortgage
Loan.
Section
5.02. Satisfaction
of Mortgages and Release of Mortgage Files.
Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer shall notify the Master Servicer in the Monthly
Remittance Advice as provided in Section 4.02, and may request the release
of any Mortgage Loan Documents from the Seller in accordance with this
Section 5.02 hereof.
If
the
Servicer satisfies or releases a Mortgage without first having obtained payment
in full of the indebtedness secured by the Mortgage or should the Servicer
otherwise prejudice any rights the Seller, the Trustee or the Trust Fund may
have under the mortgage instruments, the Servicer shall deposit into the
Custodial Account the entire outstanding principal balance, plus all accrued
interest on such Mortgage Loan, on the day preceding the Remittance Date in
the
month following the date of such release. The Servicer shall maintain the
Fidelity Bond and Errors and Omissions Insurance Policy as provided for in
Section 3.13 insuring the Servicer against any loss it may sustain with
respect to any Mortgage Loan not satisfied in accordance with the procedures
set
forth herein.
Section
5.03. Servicing
Compensation.
As
consideration for servicing the Mortgage Loans subject to this Agreement, the
Servicer shall be entitled to the relevant Servicing Fee for each Mortgage
Loan
remaining subject to this Agreement during any month or part thereof. To the
extent not retained or withdrawn from the Custodial Account by Servicer pursuant
to Sections 3.03 and 3.04 hereof, such Servicing Fee shall be payable monthly
as
set forth below. Additional servicing compensation in the form of Ancillary
Income shall be retained by the Servicer and is not required to be deposited
in
the Custodial Account. The obligation of the Seller to pay the Servicing Fee
is
limited to, and the Servicing Fee is payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds) of
such Monthly Payment collected by the Servicer. In addition, on a monthly basis,
the Servicer shall submit an invoice to the Seller with respect to the Servicing
Fee and the additional fees set forth on Schedule III hereto (the “Additional
Fees”), and shall include a description of the fees invoiced along with
reasonable backup documentation where applicable; provided, that, fifty percent
(50%) of any late charges collected by the Servicer in the previous month shall
be deducted from each such monthly invoice. Such invoices shall be subject
to
reasonable approval by an authorized officer of the Seller, who shall promptly
notify the Servicer of any disapproved or questioned matters. The Seller shall
pay each invoice (net of amounts retained or withdrawn from the Custodial
Account by Servicer pursuant to Section 3.03 or 3.04) within thirty (30) days
of
receipt. Notwithstanding the foregoing, the Servicer shall be entitled on a
monthly basis to compensation equal to the greater of (a) the sum of the
Servicing Fee and Additional Fees for such month and (b) $5,000.00; provided,
that, if (b) is greater than (a), the Servicer shall include such difference
in
the related invoice submitted to the Seller for such month.
-34-
The
Servicer shall be required to pay all expenses incurred by it in connection
with
its servicing activities hereunder and shall not be entitled to reimbursement
thereof except as specifically provided for herein.
Section
5.04. Report
on Attestation of Compliance with Applicable Servicing
Criteria.
On
or
before March 15th of each calendar year, beginning with March 15, 2008, the
Servicer shall, at its own expense, cause a firm of independent public
accountants (who may also render other services to the Servicer), which is
a
member of the American Institute of Certified Public Accountants, to furnish
to
the Seller, the Trustee, the Depositor and the Master Servicer (i) year-end
audited (if available) financial statements of the Servicer and (ii) a report
to
the effect that such firm that attests to, and reports on, the assessment made
by such asserting party pursuant to Section 5.07 below, which report shall
be
made in accordance with standards for attestation engagements issued or adopted
by the Public Company Accounting Oversight Board. In addition, on or before
March 15th of each calendar year, beginning with March 15, 2007, the Servicer
shall, at its own expense, furnish to the Seller, the Trustee, the Depositor
and
Master Servicer a report meeting the requirements of clause (ii) above regarding
the attestation of any Subservicer or Subcontractor which is “participating in
the servicing function” within the meaning of Item 1122 of Regulation AB (each,
without respect to any threshold limitations in Instruction 2. to Item 1122
of
Regulation AB, a “Participating Entity”).
Section
5.05. Annual
Officer’s Certificate.
(a) On
or
before March 15th of each year, beginning with March 15, 2008, the Servicer,
at
its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee,
the
Depositor and the Master Servicer with respect to the period ending on the
immediately preceding December 31, a Servicing Officer’s certificate in the form
of Exhibit J hereto, stating, as to each signer thereof, that (1) a review
of
the activities of the Servicer during such preceding calendar year or portion
thereof and of its performance under this Agreement for such period has been
made under such Servicing Officer’s supervision and (2) to the best of such
officers’ knowledge, based on such review, the Servicer has fulfilled all of its
obligations under this Agreement in all material respects throughout such year
(or applicable portion thereof), or, if there has been a failure to fulfill
any
such obligation in any material respect, specifically identifying each such
failure known to such Servicing Officer and the nature and status thereof,
including the steps being taken by the Servicer to remedy such
default.
-35-
(b) For
so
long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended,
(“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, on or
before March 15th of each calendar year (or if not a Business Day, the
immediately preceding Business Day), beginning with March 15, 2007, a Servicing
Officer shall execute and deliver an Officer’s Certificate to the Master
Servicer, the Trustee and the Depositor for the benefit of the Trust Fund and
the Master Servicer, the Trustee and the Depositor and their officers, directors
and affiliates, in the form of Exhibit E hereto.
(c) The
Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the
Trustee, the Master Servicer, the Depositor and their respective officers,
directors, agents and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach
by
the Servicer or any of its officers, directors, agents or affiliates of its
obligations under this Section 5.05 or the negligence, bad faith or willful
misconduct of the Servicer in connection therewith. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the Master
Servicer and/or the Depositor, then the Servicer agrees that it shall contribute
to the amount paid or payable by the Master Servicer and/or the Depositor as
a
result of the losses, claims, damages or liabilities of the Master Servicer
and/or the Depositor in such proportion as is appropriate to reflect the
relative fault of the Master Servicer and/or the Depositor on the one hand
and
the Servicer on the other in connection with a breach of the Servicer’s
obligations under this Section 5.05 or the Servicer’s negligence, bad faith or
willful misconduct in connection therewith.
Section
5.06. Inspection.
The
Servicer shall provide the Trustee, the Master Servicer and the NIMS Insurer,
at
the expense of the requesting party, upon reasonable advance notice, during
normal business hours, access to all records maintained by the Servicer in
respect of its rights and obligations hereunder and access to officers of the
Servicer responsible for such obligations. Upon request, the Servicer shall
furnish to the Trustee, the Master Servicer and the NIMS Insurer its most recent
publicly available financial statements and such other information relating
to
its capacity to perform its obligations under this Agreement.
Section
5.07. Report
on Assessment of Compliance with Applicable Servicing Criteria.
On
or
before March 15th
of each
calendar year, beginning with March 15, 2008, the Servicer shall deliver to
the
Seller, the Trustee, the NIMS Insurer, the Master Servicer and the Depositor
a
report regarding its assessment of compliance with the servicing criteria
identified in Exhibit H attached hereto, as of and for the period ending the
end
of the fiscal year ending no later than December 31 of the year prior to the
year of delivery of the report, with respect to asset-backed security
transactions taken as a whole in which the Servicer is performing any of the
servicing criteria specified in Exhibit H. Each such report shall include (a)
a
statement of the party’s responsibility for assessing compliance with the
servicing criteria applicable to such party, (b) a statement that such party
used the criteria identified in Item 1122(d) of Regulation AB (§ 229.1122(d)) to
assess compliance with the applicable servicing criteria, (c) disclosure of
any
material instance of noncompliance identified by such party, and (d) a statement
that a registered public accounting firm has issued an attestation report on
such party’s assessment of compliance with the applicable servicing criteria,
which report shall be delivered by the Servicer as provided in Section
5.07.
-36-
ARTICLE
VI.
REPRESENTATIONS,
WARRANTIES AND AGREEMENTS
Section
6.01. Representations,
Warranties and Agreements of the Servicer.
The
Servicer, as a condition to the consummation of the transactions contemplated
hereby, hereby makes the following representations and warranties to the Master
Servicer, the Depositor and the Trustee, as of the Closing Date:
(a) Due
Organization and Authority.
The
Servicer is a limited liability company duly organized, validly existing and
in
good standing under the laws of the jurisdiction of its formation and has all
licenses necessary to carry on its business as now being conducted and is
licensed, qualified and in good standing in each state where a Mortgaged
Property is located if the laws of such state require licensing or qualification
in order to conduct business of the type conducted by the Servicer, and in
any
event the Servicer is in compliance with the laws of any such state to the
extent necessary to ensure the enforceability of the terms of this Agreement;
the Servicer has the full power and authority to execute and deliver this
Agreement and to perform in accordance herewith; the execution, delivery and
performance of this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by the Servicer and the consummation
of
the transactions contemplated hereby have been duly and validly authorized;
this
Agreement evidences the valid, binding and enforceable obligation of the
Servicer, except as same may be limited by applicable bankruptcy or other
insolvency laws, or general equitable principles, and all requisite limited
liability company action has been taken by the Servicer to make this Agreement
valid and binding upon the Servicer in accordance with its terms;
(b) Ordinary
Course of Business.
The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Servicer;
(c) No
Conflicts.
None of
the execution and delivery of this Agreement, the acquisition of the servicing
responsibilities by the Servicer or the transactions contemplated hereby or
the
fulfillment of or compliance with the terms and conditions of this Agreement
will conflict with or result in a breach of any of the terms, conditions or
provisions of the Servicer’s organizational documents or any legal restriction
or any agreement or instrument to which the Servicer is now a party or by which
it is bound, or constitute a default or result in an acceleration under any
of
the foregoing, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Servicer or its property is subject, except
for
such conflicts, breaches, defaults, accelerations or violations that would
not
impair the ability of the Servicer to service the Mortgage Loans, or impair
the
value of the Mortgage Loans;
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(d) Ability
to Perform.
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;
(e) No
Litigation Pending.
There
is no action, suit, proceeding or investigation pending (or known to be
contemplated) or, to the Servicer’s knowledge or threatened against the Servicer
which, either in any one instance or in the aggregate, may result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Servicer or any Subservicer, or in any material
impairment of the right or ability of the Servicer or any Subservicer to carry
on its business substantially as now conducted, or in any material liability
on
the part of the Servicer or any Subservicer or which would draw into question
the validity of this Agreement or of any action taken or to be taken in
connection with the obligations of the Servicer contemplated herein, or which
would be likely to impair materially the ability of the Servicer to perform
under the terms of this Agreement;
(f) No
Consent Required.
No
consent, approval, authorization 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 approval
has been obtained prior to the Closing Date;
(g) No
Default.
The
Servicer is not in default, and no event or condition exists that after the
giving of notice or lapse of time or both, would constitute an event of default
under any material mortgage, indenture, contract, agreement, judgment, or other
undertaking, to which the Servicer is a party or which purports to be binding
upon it or upon any of its assets, which default could impair materially the
ability of the Servicer to perform under the terms of this
Agreement;
(h) Ability
to Service.
The
Servicer is an approved seller/servicer of conventional residential mortgage
loans for Xxxxxx Xxx and Xxxxxxx Mac, 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 for either Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred,
including but not limited to a change in insurance coverage, which would make
the Servicer unable to comply with either Xxxxxx Mae or Xxxxxxx Mac eligibility
requirements or which would require notification to either of Xxxxxx Mae or
Xxxxxxx Mac;
(i) No
Untrue Information.
Neither
this Agreement nor any statement, report or other document furnished or to
be
furnished pursuant to this Agreement or in connection with the transactions
contemplated hereby contains any untrue statement of fact or omits to state
a
fact necessary to make the statements contained therein not misleading;
(j) No
Commissions to Third Parties.
The
Servicer has not dealt with any broker or agent or anyone else who might be
entitled to a fee or commission in connection with this transaction other than
the Seller;
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(k) Fair
Credit Reporting Act.
The
Servicer has fully furnished, in accordance with the Fair Credit Reporting
Act
and its implementing regulations, accurate and complete information (e.g.,
favorable and unfavorable) on its borrower credit files to Equifax, Experian,
and Trans Union Credit Information Company (three of the credit repositories)
on
a monthly basis; and
(l) Additional
Representations and Warranties of the Servicer.
Except
as disclosed in writing to the Seller, the Master Servicer, the Depositor and
the Trustee prior to the Closing Date: (i)
the
Servicer is not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as to any other
securitization due to any act or failure to act of the Servicer; (ii)
the
Servicer has not been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a
servicing performance test or trigger; (iii) no
material noncompliance
with the applicable servicing criteria with respect to other securitizations
of
residential mortgage loans involving the Servicer as servicer
has been
disclosed or reported by the Servicer; (iv) no material
changes to the Servicer’s policies or procedures with respect to the servicing
function it will perform under this Agreement for mortgage loans of a type
similar to the Mortgage Loans
have
occurred during the three-year period immediately preceding the Closing Date;
(v) there are no aspects of the Servicer’s financial condition that could have a
material adverse effect on the performance by the
Servicer of its servicing obligations under this Agreement
and (vi)
there are no affiliations, relationships or transactions relating to the
Servicer or any Subservicer with any party listed on Exhibit I
hereto.
Section
6.02. Remedies
for Breach of Representations and Warranties of the Servicer.
It
is
understood and agreed that the representations and warranties set forth in
Section 6.01
shall survive the engagement of the Servicer to perform the servicing
responsibilities as of the related Closing Date or applicable Servicing Transfer
Date, as applicable, hereunder and the delivery of the Servicing Files to the
Servicer and shall inure to the benefit of the Master Servicer, the NIMS Insurer
and the Trustee. Upon discovery by any of the Servicer, the Master Servicer,
the
NIMS Insurer or the Trustee of a breach of any of the foregoing representations
and warranties which materially and adversely affects the ability of the
Servicer to perform its duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Mortgage Loans, the Mortgaged
Property or the priority of the security interest on such Mortgaged Property
or
the interests of the Master Servicer, the NIMS Insurer or the Trustee, the
party
discovering such breach shall give prompt written notice to the
other.
Within
60
days of (or, in the case of any breach of a representation or warranty set
forth
in Section 6.01(1), 5 days) the earlier of either discovery by or notice to
the
Servicer of any breach of a representation or warranty set forth in Section
6.01
which materially and adversely affects the ability of the Servicer to perform
its duties and obligations under this Agreement or otherwise materially and
adversely affects the value of the Mortgage Loans, the Mortgaged Property or
the
priority of the security interest on such Mortgaged Property, the Servicer
shall
cure such breach in all material respects and, if such breach cannot be cured,
the Servicer shall, at the Trustee’s or the Master Servicer’s option, assign the
Servicer’s rights and obligations under this Agreement (or respecting the
affected Mortgage Loans) to a successor servicer. Such assignment shall be
made
in accordance with Sections 8.01 and 8.02.
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In
addition, the Servicer shall indemnify the Seller, the Master Servicer, the
Trustee and the NIMS Insurer (and each of their respective directors, officers,
employees and agents) and hold each of them harmless against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments, and other costs and expenses resulting from any claim,
demand, defense or assertion based on or grounded upon, or resulting from,
a
breach of the Servicer’s representations and warranties contained in Section
6.01.
Any
cause
of action against the Servicer relating to or arising out of the breach of
any
representations and warranties made in Section 6.01 shall accrue upon (i)
discovery of such breach by the Servicer or notice thereof by the Master
Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the
Servicer to cure such breach within the applicable cure period, and (iii) demand
upon the Servicer by the Master Servicer, the NIMS Insurer or the Trustee for
compliance with this Agreement.
Section
6.03. Additional
Indemnification by the Servicer.
The
Servicer shall indemnify the Seller, the Master Servicer, the Depositor, the
Trustee, the NIMS Insurer and the Trust Fund and each of their respective
directors, officers, employees and agents and the Trust Fund and shall hold
each
of them harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses (collectively, the “Liabilities”) that
the indemnified party may sustain in any way related to (i) any breach of the
representations and warranties contained in Section 6.01 or (ii) the failure
of
the Servicer to perform its duties and service the Mortgage Loans in accordance
with the terms of this Agreement. Failure to provide the annual statement of
compliance pursuant to Section 5.05 or the attestation of compliance pursuant
to
Sections 5.04 and 5.07 will be treated as a failure of the Servicer to perform
its duties under the Agreement and will be subject to the indemnification
provisions of Section 6.03; provided, however for any indemnification from
the
Servicer to any of the above parties with respect to any breach of Sections
5.04, 5.05 and 5.07 of this Agreement, the Servicer in no event will be liable
for any punitive or consequential damages.
The
Servicer shall immediately notify the Seller, the Master Servicer, the
Depositor, the Trustee, the NIMS Insurer or the Trust Fund if a claim is made
by
a third party with respect to this Agreement or the Mortgage Loans that may
result in such Liabilities, and the Servicer shall assume (with the prior
written consent of the indemnified party) the defense of any such claim and
pay
all expenses in connection therewith, including counsel fees, promptly pay,
discharge and satisfy any judgment or decree which may be entered against it
or
any indemnified party in respect of such claim and follow any written
instructions received from the such indemnified party in connection with such
claim. The Servicer shall be reimbursed promptly from the Trust Fund for all
amounts advanced by it pursuant to the preceding sentence except when the claim
is in any way related to the Servicer’s indemnification pursuant to Section
6.02, or the failure of the Servicer to service and administer the Mortgage
Loans in accordance with the terms of this Agreement. In the event a dispute
arises between the Servicer and an indemnified party with respect to any of
the
rights and obligations of the parties pursuant to this Agreement, and such
dispute is adjudicated in a court of law, by an arbitration panel or any other
judicial process, then the losing party (if the Trustee, the Trust Fund) shall
indemnify and reimburse the winning party for all attorney’s fees and other
costs and expenses related to the adjudication of said dispute.
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Section
6.04. Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Servicer of its duties and obligations set forth herein,
the
Servicer shall indemnify the Holder of the related Residual Certificate, the
Master Servicer, the Trustee, the Trust Fund and the NIMS Insurer against any
and all losses, claims, damages, liabilities or expenses (“Losses”) resulting
from such negligence; provided,
however,
that the
Servicer shall not be liable for any such Losses attributable to the action
or
inaction of the Trustee, the Master Servicer, the Depositor or the Holder of
such Residual Certificate, as applicable, nor for any such Losses resulting
from
misinformation provided by the Holder of such Residual Certificate on which
the
Servicer has relied. The foregoing shall not be deemed to limit or restrict
the
rights and remedies of the Holder of such Residual Certificate, the Trustee
and
the Trust Fund or the NIMS Insurer now or hereafter existing at law or in equity
or otherwise. Notwithstanding the foregoing, however, in no event shall the
Servicer have any liability (1) for any action or omission that is taken in
accordance with and in compliance with the express terms of, or which is
expressly permitted by the terms of, this Agreement, (2) for any Losses other
than arising out of a negligent performance by the Servicer of its duties and
obligations set forth herein, and (3) for any special or consequential damages
to Certificateholders (in addition to payment of principal and interest on
the
Certificates).
Section
6.05. Purchase
of Distressed Mortgage Loans.
The
NIMS
Insurer may, at its option, purchase a Distressed Mortgage Loan. Any such
purchase shall be accomplished by remittance to the Master Servicer of the
Purchase Price for the Distressed Mortgage Loan for deposit into the Collection
Account established by the Master Servicer pursuant to the Trust Agreement.
The
Trustee and the Servicer shall immediately effectuate the conveyance of the
purchased Distressed Mortgage Loan to the NIMS Insurer exercising the purchase
option, including prompt delivery of the Servicing File and all related
documentation to the applicable NIMS Insurer. If, upon purchase of any
Distressed Mortgage Loan by the NIMS Insurer, the Servicer is no longer the
servicer with respect to such Distressed Mortgage Loan, the Servicer will be
entitled to (i) reimbursement of previously unpaid Servicing Fees and Servicing
Advances and (ii) reasonable and necessary out-of-pocket transfer expenses
and
related costs.
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ARTICLE
VII.
THE
SERVICER
Section
7.01. Merger
or Consolidation of the Servicer.
The
Servicer shall keep in full effect its existence, rights and franchises as
a
limited liability company (or other entity resulting from merger, conversion
or
consolidation, to the extent permitted in this Section 7.01), and shall obtain
and preserve its qualification to do business as a foreign limited liability
company or such other entity in each jurisdiction in which such qualification
is
or shall be necessary to protect the validity and enforceability of this
Agreement or any of the Mortgage Loans and to perform its duties under this
Agreement.
Any
Person into which the Servicer may be merged or consolidated, or any corporation
or other entity (including without limitation, a limited liability company)
resulting from any merger, conversion or consolidation to which the Servicer
shall be a party, or any Person succeeding to the business of the Servicer,
shall be the successor of the Servicer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided,
however,
that
the successor or surviving Person shall be an institution (i) having a net
worth
of not less than $25,000,000, and (ii) which is a Xxxxxx Xxx- and Xxxxxxx
Mac-approved servicer in good standing. No such merger, consolidation, or
conversion shall constitute a breach by the Servicer of this
Agreement.
Section
7.02. Limitation
on Liability of the Servicer and Others.
Neither
the Servicer nor any of the directors, officers, employees or agents of the
Servicer shall be under any liability to the Master Servicer, the NIMS Insurer,
the Depositor or the Trustee for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors
in
judgment; provided,
however,
that
this provision shall not protect the Servicer or any such person against any
breach of warranties or representations made herein, or failure to perform
its
obligations in strict compliance with any standard of care set forth in this
Agreement, or any liability which would otherwise be imposed by reason of any
breach of the terms and conditions of this Agreement. The Servicer and any
director, officer, employee or agent of the Servicer may rely in good faith
on
any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Servicer shall not be
under
any obligation to appear in, prosecute or defend any legal action which is
not
incidental to its duties to service the Mortgage Loans in accordance
with this Agreement and which in its opinion may involve it in any expense
or
liability;
provided,
however,
that
the Servicer may undertake any such action which it may deem necessary or
desirable in respect of this Agreement and the rights and duties of the parties
hereto. In such event, the Servicer shall be entitled to reimbursement from
the
Trust Fund for the reasonable legal expenses and costs of such
action.
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Section
7.03. Limitation
on Resignation and Assignment by the Servicer.
This
Agreement has been entered into with the Servicer in reliance upon the
independent status of the Servicer, and the representations as to the adequacy
of its servicing facilities, plant, personnel, records and procedures, its
integrity, reputation and financial standing, and the continuance thereof.
Therefore, except as expressly provided in this Section 7.03 and Section 7.01,
the Servicer shall neither assign its rights under this Agreement or the
servicing hereunder nor delegate its duties hereunder or any portion thereof
(except for such limited delegations to outsource vendors that Servicer utilizes
to service all mortgage loans in its servicing portfolio), or sell or otherwise
dispose of all or substantially all of its property or assets without, in each
case, the prior written consent of the Seller, the Master Servicer, the Trustee
and the NIMS Insurer which consent, in the case of an assignment of rights
or
delegation of duties, shall be granted or withheld in the discretion of the
Seller, the Master Servicer, Trustee and the NIMS Insurer and which consent
shall be granted or withheld in the discretion of such parties, except in the
case of a change of control of the Servicer structured as an asset sale, in
which case each such party’s consent shall not be withheld if the successor
entity complies with the requirements of Section 7.01; provided
that in
each case there must be delivered to the Seller, the Master Servicer, the
Trustee and the NIMS Insurer a letter from each Rating Agency to the effect
that
such transfer of servicing or sale or disposition of assets will not result
in a
qualification, withdrawal or downgrade of the then-current rating of any of
the
Certificates or the NIM Securities to be issued in the NIMS
Transaction.
The
Servicer shall not resign from the obligations and duties hereby imposed on
it
except by mutual consent of the Servicer, the Master Servicer, the Trustee
and
the NIMS Insurer or upon the determination that its duties hereunder are no
longer permissible under applicable law and such incapacity cannot be cured
by
the Servicer. Any such determination permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Seller, the Master Servicer, the Trustee and the NIMS Insurer which Opinion
of
Counsel shall be in form and substance reasonably acceptable to each of them.
No
such resignation shall become effective until a successor shall have assumed
the
Servicer’s responsibilities and obligations hereunder in the manner provided in
Section 8.01.
Without
in any way limiting the generality of this Section 7.03, in the event that
the
Servicer either shall assign this Agreement or the servicing responsibilities
hereunder or delegate its duties hereunder or any portion thereof (to other
than
a third party service provider) or sell or otherwise dispose of all or
substantially all of its property or assets, except to the extent permitted
by
and in accordance with this Section 7.03 and Section 7.01, without the prior
written consent of the Seller, the Master Servicer, the Trustee and the NIMS
Insurer, then such parties shall have the right to terminate this Agreement
upon
notice given as set forth in Section 8.01, without any payment of any penalty
or
damages and without any liability whatsoever to the Servicer or any third
party.
Section
7.04. Subservicing
Agreements and Successor Subservicer.
(a) The
Servicer shall not hire or otherwise utilize the services of any Subservicer
to
fulfill any of the obligations of the Servicer as servicer under this Agreement
unless the Servicer complies with the provisions of paragraph (b) of this
Section 7.04 and the proposed Subservicer (i) is an institution which is an
approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing,
(ii)
represents and warrants that it is in compliance with the laws of each state
as
necessary to enable it to perform its obligations under such subservicing
agreement and (iii) is acceptable to the NIMS Insurer. The Servicer shall
not hire or otherwise utilize the services of any Subcontractor, and shall
not
permit any Subservicer to hire or otherwise utilize the services of any
Subcontractor, to fulfill any of the obligations of the Servicer as servicer
under this Agreement unless the Servicer complies with the provisions of
paragraph (c) of this Section 7.04.
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(b)
The
Servicer shall give prior written notice to the Trustee, the Master Servicer,
the Depositor and the NIMS Insurer of the appointment of any Subservicer and
shall furnish to the Trustee, Master Servicer, the Depositor and the NIMS
Insurer a copy of any related subservicing agreement. For purposes of this
Agreement, the Servicer shall be deemed to have received payments on Mortgage
Loans immediately upon receipt by any Subservicer of such payments. Any such
subservicing agreement shall be consistent with and not violate the provisions
of this Agreement. Each subservicing agreement shall provide that a successor
Servicer shall have the option to terminate such agreement without payment
of
any fees if the predecessor Servicer is terminated or resigns. The Servicer
shall cause any Subservicer used by the Servicer (or by any Subservicer) to
comply with the provisions of this Section 7.04 and with Sections 4.02(c),
5.04, 5.05(a), 5.05(b), 5.07 (and shall amend, with the consent of the parties
hereto, Exhibit H to reflect such Subservicer’s attestation of compliance with
the Servicing Criteria), 6.01(l) and 6.03 of this Agreement to the same extent
as if such Subservicer were the Servicer. The Servicer shall be responsible
for
obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer,
the Master Servicer and the Depositor any servicer compliance statement required
to be delivered by such Subservicer under Section 5.05(a), any reports on
assessment of compliance and attestation required to be delivered by such
Subservicer under Sections 5.04 and 5.07 and any certification required to
be
delivered under 5.05(b) to the Person that will be responsible for signing
the
Sarbanes Certification under Section 5.07 as and when required to be delivered
hereunder.
(c)
The
Servicer shall give prior written notice to the Master Servicer and the
Depositor of the appointment of any Subcontractor and a written description
(in
form and substance satisfactory to the Master Servicer and the Depositor) of
the
role and function of each Subcontractor utilized by the Servicer or any
Subservicer, specifying (A) the identity of each such Subcontractor, (B) which
(if any) of such Subcontractors are Participating Entities, and (C) which
elements of the servicing criteria set forth under Item 1122(d) of Regulation
AB
will be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (B) of this paragraph.
As
a
condition to the utilization of any Subcontractor determined to be a
Participating Entity, the Servicer shall cause any such Subcontractor used
by
the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS
Insurer, the Master Servicer and the Depositor to comply with the provisions
of
Sections 4.02(c), 5.04, 5.07 (and shall amend, with the consent of the
parties hereto, Exhibit H to reflect such Subcontractor’s attestation with the
Servicing Criteria), 6.01(l) and 6.03 of this Agreement to the same extent
as if
such Subcontractor were the Servicer. The Servicer shall be responsible for
obtaining from each Subcontractor and delivering to the Trustee, the NIMS
Insurer, the Master Servicer and the Depositor any assessment of compliance
and
attestation required to be delivered by such Subcontractor under
Sections 5.04 and 5.07, in each case as and when required to be delivered.
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The
Servicer acknowledges that a Subservicer or Subcontractor that performs services
with respect to mortgage loans involved in this transaction in addition to
the
Mortgage Loans may be determined to be a Participating Entity on the basis
of
the aggregate balance of such mortgage loans (which quantitative determination
may be made by the Depositor, the Trustee or the Master Servicer), without
regard to whether such Subservicer or Subcontractor would be a Participating
Entity with respect to the Mortgage Loans viewed in isolation. The Servicer
shall (A) respond as promptly as practicable to any good faith request by the
Trustee, the Master Servicer or the Depositor for information regarding each
Subservicer and each Subcontractor and (B) cause each Subservicer and each
Subcontractor with respect to which the Trustee, the Master Servicer or the
Depositor requests delivery of an assessment of compliance and accountants’
attestation to deliver such within the time required under
Section 5.07.
Notwithstanding
any subservicing agreement or the provisions of this Agreement relating to
agreements or arrangements between the Servicer and a Subservicer, Subcontractor
or other third party or reference to actions taken through a Subservicer, a
Subcontractor, another third party or otherwise, the Servicer shall remain
obligated and primarily liable to the Trust Fund, the Trustee, the Master
Servicer, the NIMS Insurer and the Certificateholders for the servicing and
administering of the Mortgage Loans in accordance with the provisions hereof
without diminution of such obligation or liability by virtue of any
subservicing, subcontracting or other agreements or arrangements or by virtue
of
indemnification from a Subservicer, Subcontractor or a third party and to the
same extent and under the same terms and conditions as if the Servicer alone
were servicing the Mortgage Loans, including with respect to compliance with
Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any
agreement with a Subservicer, Subcontractor or a third party for indemnification
of the Servicer by such Subservicer, Subcontractor or third party and nothing
contained in the Agreement shall be deemed to limit or modify such
indemnification.
ARTICLE
VIII.
TERMINATION
Section
8.01. Termination
for Cause.
(a) Any
of
the following occurrences shall constitute an event of default (each, an “Event
of Default”) on the part of the Servicer:
(i) any
failure by the Servicer to remit to the Master Servicer any payment required
to
be made under the terms of this Agreement which continues unremedied for a
period of two (2) Business Days after the date upon which written notice of
such
failure, requiring the same to be remedied, shall have been given to the
Servicer by the Master Servicer or the NIMS Insurer; or
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(ii) failure
by the Servicer duly to observe or perform in any material respect any other
of
the covenants or agreements on the part of the Servicer set forth in this
Agreement which continues unremedied for a period of 5 days (and 60 days with
respect to the representations and warranties contained in clauses (a) through
(k) of Section 6.01) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by
the
Master Servicer or the NIMS Insurer; or
(iii) failure
by the Servicer to maintain its license to do business or service residential
mortgage loans in any jurisdiction where the Mortgaged Properties are located,
where such failure to maintain its license has a material impact on this
Agreement; or
(iv) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, including bankruptcy, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of
its
affairs, shall have been entered against the Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 45 days;
or
(v) the
Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or
(vi) the
Servicer shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency,
bankruptcy or reorganization statute, make an assignment for the benefit of
its
creditors, voluntarily suspend payment of its obligations or cease its normal
business operations for three Business Days; or
(vii) the
Servicer ceases to meet the qualifications of a Xxxxxx Xxx or Xxxxxxx Mac
lender/servicer; or
(viii) the
Servicer attempts to assign the servicing of the Mortgage Loans or its right
to
servicing compensation hereunder or the Servicer attempts to sell or otherwise
dispose of all or substantially all of its property or assets or to assign
this
Agreement or the servicing responsibilities hereunder or to delegate its duties
hereunder or any portion thereof in a manner not permitted under this Agreement;
or
(ix) if
any of
the Rating Agencies reduces or withdraws the rating of any of the Certificates
due to a reason attributable to the Servicer or the Servicer’s residential
primary servicer rating for servicing of subprime loans issued by Fitch shall
fall to “RPS2” or below or by S&P shall fall to “Average” or below;
or
(x) the
net
worth of the Servicer shall be less than $25,000,000.
-46-
In
each
and every such case, so long as an Event of Default shall not have been
remedied, in addition to whatsoever rights the Master Servicer, the Trustee
or
the NIMS Insurer may have at law or equity to damages, including injunctive
relief and specific performance, the Master Servicer, the Trustee or the NIMS
Insurer, by notice in writing to the Servicer, may terminate all the rights
and
obligations of the Servicer under this Agreement and in and to the servicing
contract established hereby and the proceeds thereof.
Upon
receipt by the Servicer of such written notice, all authority and power of
the
Servicer under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in a successor servicer appointed by
the
Trustee or the Master Servicer, as the case may be, with the consent of the
other party and the NIMS Insurer. Upon written request from the Master Servicer,
the Servicer shall prepare, execute and deliver to the successor entity
designated by the Master Servicer any and all documents and other instruments,
place in such successor’s possession all Servicing Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes
of
such notice of termination, including but not limited to the transfer and
endorsement or assignment of the Mortgage Loans and related documents, at the
Servicer’s sole expense. The Servicer shall cooperate with the Seller, the
Master Servicer, the NIMS Insurer, the Trustee and such successor in effecting
the termination of the Servicer’s responsibilities and rights hereunder,
including without limitation, the transfer to such successor for administration
by it of all cash amounts which shall at the time be credited by the Servicer
to
the Custodial Account or Escrow Account or thereafter received with respect
to
the Mortgage Loans. To the extent not previously reimbursed pursuant to Sections
3.04 or 3.06 of this Agreement, the Servicer shall make commercially reasonable
efforts to require the successor servicer to reimburse the Servicer, on a FIFO
basis, for any outstanding Servicing Advances at the time such servicing
responsibilities are transferred to such successor servicer. If, after one
calendar year, such successor servicer has failed to reimburse the Servicer,
the
Seller shall either (a) cause the successor servicer to reimburse or (b)
reimburse the Servicer for such outstanding Servicing Advances.
By
a
written notice, the Trustee or the Master Servicer, with the consent of the
other parties and the NIMS Insurer, may waive any default by the Servicer in
the
performance of its obligations hereunder and its consequences. Upon any waiver
of a past default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereon except to the extent expressly so
waived.
Section
8.02. Termination
Without Cause.
This
Agreement shall terminate upon: (i) the later of (a) the distribution of the
final payment or liquidation proceeds on the last Mortgage Loan to the Master
Servicer (or advances by the Servicer for the same), and (b) the disposition
of
all REO Property acquired upon foreclosure of the last Mortgage Loan and the
remittance of all funds due hereunder, or (ii) mutual consent of the Servicer,
the Seller and the Master Servicer in writing provided such termination is
also
acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect
to
some or all of the Mortgage Loans, at the sole option of the Seller, without
cause, upon 30 days written notice. Any such notice of termination shall be
in
writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer
and
the Servicer by registered mail to the address set forth
in
Section 9.04 of this Agreement. The Servicer shall comply with the termination
procedures set forth in Sections 8.01, 8.02 and 9.01 hereof.
-47-
In
the
event the Seller terminates the Servicer without cause pursuant to subsection
(iii) above with respect to some or all of the Mortgage Loans, the Seller shall
be required to pay to the Servicer the applicable Termination Fee and the
applicable Deboarding Fee with respect to the affected Mortgage Loans; provided,
that, no Termination Fee may be paid or payable with respect to certain Mortgage
Loans as agreed to between the Seller and the Servicer from time to time.
Section
8.03. Termination
for Distressed and Released Mortgage Loans.
(a) This
Agreement shall be terminated with respect to the servicing of those Mortgage
Loans that are determined to be Released Mortgage Loans as of the Transfer
Date
and servicing of such Mortgage Loans shall be transferred to the Released
Mortgage Transferee or its designee.
(b) All
reasonable costs and expenses incurred in connection with the delivery of the
Servicing Files and the other necessary data to the Released Mortgage Transferee
or its designee shall be paid by the Released Mortgage Transferee from its
own
funds without reimbursement therefor within fifteen (15) Business Days upon
receipt of an invoice from the Servicer. The Released Mortgage Transferee shall
be responsible for the delivery of all required transfer notices pursuant to
the
Trust Agreement and will send a copy of the transfer notices to the Master
Servicer and the Trustee.
(c) Notwithstanding
the foregoing provisions of this Section 8.04, the NIMS Insurer may, at its
option, elect to purchase any Distressed Mortgage Loan at a price equal to
its
Purchase Price. Any such purchase of a Distressed Mortgage Loan shall be
accomplished by remittance to the Master Servicer for deposit in the Collection
Account established pursuant to Section 4.01 of the Trust Agreement of the
amount of the Purchase Price. The Servicers on behalf of the Trustee shall
immediately effectuate the conveyance of such Distressed Mortgage Loan to the
NIMS Insurer to the extent necessary, including the prompt delivery of all
Servicing Files and other related documentation to the NIMS
Insurer.
(d) No
termination fee shall be payable to the Servicer upon a termination pursuant
to
this Section 8.04.
ARTICLE
IX.
MISCELLANEOUS
PROVISIONS
Section
9.01. Successor
to the Servicer.
Simultaneously
with the termination of the Servicer’s responsibilities and duties under this
Agreement (a) pursuant to Sections 6.02, 6.04, 7.03, 8.01 or 8.02, the Master
Servicer shall (i) within 90 days of the Servicer’s notice of such termination,
succeed to and assume all of the Servicer’s responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the
characteristics set forth in clauses (i) and (ii) of Section 7.01 and which
shall succeed to all rights and assume all of the responsibilities, duties
and
liabilities of the Servicer under this Agreement simultaneously with the
termination of the Servicer’s responsibilities, duties and liabilities under
this Agreement; or (b) pursuant to a termination under Section 8.02(iii) or
Section 8.03 or 8.04, the Seller shall appoint a successor having the
characteristics set forth in clauses (i) and (ii) of Section 7.01 and which
shall succeed to all rights and assume all of the responsibilities, duties
and
liabilities of the Servicer under this Agreement simultaneously with the
termination of the Servicer’s responsibilities, duties and liabilities under
this Agreement. Any successor to the Servicer shall be subject to the approval
of the Master Servicer and the NIMS Insurer. Any approval of a successor
servicer by the Master Servicer and the NIMS Insurer and, to the extent required
by the Trust Agreement, the Trustee, shall, if the successor servicer is not
at
that time a servicer of other Mortgage Loans for the Trust Fund, be conditioned
upon the receipt by the Master Servicer, the NIMS Insurer, the Seller and the
Trustee of a letter from each Rating Agency to the effect that such transfer
of
servicing will not result in a qualification, withdrawal or downgrade of the
then-current rating of any of the Certificates or the NIM Securities to be
issued in the NIMS Transaction. In connection with such appointment and
assumption, the Master Servicer or the Seller, as applicable, may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided,
however,
that no
such compensation shall be in excess of that permitted the Servicer under this
Agreement. In the event that the Servicer’s duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and shall
take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the Servicer pursuant
to the aforementioned sections shall not become effective until a successor
shall be appointed pursuant to this Section 9.01 and shall in no event relieve
the Servicer of the representations and warranties made pursuant to Sections
6.01 and the remedies available to the Master Servicer, the Trustee, the NIMS
Insurer and the Seller under Sections 6.02, 6.03 and 6.04, it being understood
and agreed that the provisions of such Sections 6.01, 6.02, 6.03 and 6.04 shall
be applicable to the Servicer notwithstanding any such resignation or
termination of the Servicer, or the termination of this Agreement. Neither
the
Master Servicer, in its capacity as successor servicer, nor any other successor
servicer shall be responsible for the lack of information and/or documents
that
it cannot otherwise obtain through reasonable efforts.
-48-
Within
a
reasonable period of time, but in no event longer than 30 days of the
appointment of a successor entity, the Servicer shall prepare, execute and
deliver to the successor entity any and all documents and other instruments,
place in such successor’s possession all Servicing Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes
of
such notice of termination, including but not limited to the transfer of any
Mortgage Notes and the related documents. The Servicer shall cooperate with
the
Trustee, the Master Servicer or the Seller, as applicable, and such successor
in
effecting the termination of the Servicer’s responsibilities and rights
hereunder and the transfer of servicing responsibilities to the successor
Servicer, including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited
by
the Servicer to the Custodial Account or Escrow Account or thereafter received
with respect to the Mortgage Loans.
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Trustee, the Servicer, the Master Servicer, the NIMS Insurer and the Seller
an instrument (i) accepting such appointment, wherein the successor shall make
the representations and warranties set forth in Section 6.01 and provide for
the
same remedies set forth in Sections 6.02, 6.03 and 6.04 herein and (ii) an
assumption of the due and punctual performance and observance of each covenant
and condition to be performed and observed by the Servicer under this Agreement,
whereupon such successor shall become fully vested with all the rights, powers,
duties, responsibilities, obligations and liabilities of the Servicer, with
like
effect as if originally named as a party to this Agreement. Any termination
or
resignation of the Servicer or termination of this Agreement pursuant to
Sections 6.02, 7.03, 8.01, 8.02, 8.03 or 8.04 shall not affect any claims that
the Seller, the Master Servicer, the NIMS Insurer or the Trustee may have
against the Servicer arising out of the Servicer’s actions or failure to act
prior to any such termination or resignation. In addition, in the event any
successor servicer is appointed pursuant to Section 8.02(iii) of this Agreement,
such successor servicer must satisfy the conditions relating to the transfer
of
servicing set forth in the Trust Agreement.
-49-
The
Servicer shall deliver promptly to the successor servicer the funds in the
Custodial Account and Escrow Account and all Mortgage Loan documents and related
documents and statements held by it hereunder and the Servicer shall account
for
all funds and shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and definitively vest in
the
successor all such rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer.
Upon
a
successor’s acceptance of appointment as such, it shall notify the Trustee, the
Seller and Master Servicer, the NIMS Insurer and the Depositor of such
appointment in accordance with the procedures set forth in Section
9.04.
Section
9.02. Costs.
The
Seller shall pay the legal fees and expenses of its attorneys. Costs and
expenses incurred in connection with the transfer of the servicing
responsibilities, including fees for delivering Servicing Files, shall be paid
by (i) the terminated or resigning servicer if such termination or resignation
is a result of an occurrence of a termination event under Section 8.01, (ii)
the
related Seller if such termination is pursuant to Section 8.02(iii) and (iii)
in
all other cases by the Trust Fund. Subject to Section 2.02, the Seller, on
behalf of the Depositor, shall pay the costs associated with the preparation,
delivery and recording of Assignments of Mortgages.
Section
9.03. Protection
of Confidential Information.
The
Servicer shall keep confidential and shall not divulge to any party, without
the
Seller’s prior written consent, any nonpublic information pertaining to the
Mortgage Loans or any borrower thereunder, except to the extent that it is
appropriate for the Servicer
to do so in working with legal counsel, auditors, taxing authorities or other
governmental agencies or as is necessary to perform its obligations under this
Agreement.
-50-
Section
9.04. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if mailed by overnight courier, addressed as
follows (or such other address as may hereafter be furnished to the other party
by like notice):
|
(i)
|
if
to the Seller:
Xxxxxx
Brothers Holdings Inc.
000
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Mortgage Finance, GPMF
2007-AR1
Telephone:
(000) 000-0000
Facsimile:
(000)
000-0000
|
| (ii) |
if
to the Servicer:
GMAC
Mortgage, LLC
000
Xxxxxx Xxxx
Xxxxxxx,
XX 00000
Attention:
Xxx Xxxxxxx
|
|
(iii)
|
if
to the Master Servicer:
Aurora
Loan Services LLC
00000
Xxxx Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention:
E. Xxxx Xxxxxxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
|
|
(iv)
|
if
to the Trustee:
U.S.
Bank National Association
Xxx
Xxxxxxx Xxxxxx
XX-XX-XXX
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
GPMF 2007-AR1
|
|
(v)
|
if
to the NIMS Insurer:
as
provided in the Trust
Agreement.
|
-51-
Any
such
demand, notice or communication hereunder shall be deemed to have been received
on the date delivered to or received at the premises of the addressee.
Section
9.05. Severability
Clause.
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 which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall
be ineffective, as to such jurisdiction, 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. If the invalidity of any part, provision, representation
or
warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in
good-faith, to develop a structure the economic effect of which is as close
as
possible to the economic effect of this Agreement without regard to such
invalidity.
Section
9.06. No
Personal Solicitation.
From
and
after the Closing Date, the Servicer hereby agrees that it will not take any
action or permit or cause any action to be taken by any of its agents or
affiliates, or by any independent contractors on the Servicer’s behalf, to
personally,
by telephone or mail, solicit the borrower or obligor under any related Mortgage
Loan for any purpose whatsoever, including to refinance a Mortgage Loan, in
whole or in part, without the prior written consent of the Trustee. It is
understood and agreed that all rights and benefits relating to the solicitation
of any Mortgagors and the attendant rights, title and interest in and to the
list of such Mortgagors and data relating to their Mortgages (including
insurance renewal dates) shall be transferred to the Trustee pursuant hereto
on
the Closing Date and the Servicer shall take no action to undermine these rights
and benefits. Notwithstanding the foregoing, it is understood
and agreed that promotions undertaken by the Servicer or any affiliate of the
Servicer which are directed to the general public at large, including, without
limitation, mass mailing based on commercially acquired mailing lists,
newspaper, messages contained on the Servicer’s voice response unit (on a
non-targeted basis), web page, monthly account statements provided to Mortgagors
(on a non-targeted basis), radio and television advertisements shall not
constitute solicitation under this Section 9.06.
Section
9.07. Counterparts.
This
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original, and all such counterparts shall
constitute one and the same instrument.
-52-
Section
9.08. Place
of Delivery and Governing Law.
This
Agreement shall be deemed in effect when a fully executed counterpart thereof
is
received by the Seller in the State of New York and shall be deemed to have
been
made in the State of New York. 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
9.09. Further
Agreements.
The
Seller and the Servicer each agree to execute and deliver to the other such
reasonable and appropriate additional documents, instruments or agreements
as
may be necessary or appropriate to effectuate the purposes of this
Agreement.
The
Seller will provide at least five business days notice to the Servicer of any
subsequent NIMS Transaction that will involve a NIMS Insurer. Such notification
will provide the name of the NIMS Insurer and the address for notifications.
The
Servicer will not be required to report to such NIMS Insurer until 60 days
following such notification.
Section
9.10. Intention
of the Parties.
It
is the
intention of the parties that the Seller is conveying, and the Servicer is
receiving only a contract for servicing the Mortgage Loans. Accordingly, the
parties hereby acknowledge that the Trust Fund remains the sole and absolute
owner of the Mortgage Loans (other than the servicing rights) and all rights
related thereto.
Section
9.11. Successors
and Assigns; Assignment of Agreement.
This
Agreement shall bind and inure to the benefit of and be enforceable by the
Servicer, the Seller, the NIMS Insurer and the Master Servicer and their
respective successors and assigns. This Agreement shall not be assigned, pledged
or hypothecated by the Servicer to a third party except in accordance with
Section 7.02 and shall not be assigned, pledged or hypothecated by the Seller
without the prior written consent of the NIMS Insurer except as to the extent
provided in Section 9.12.
Section
9.12. Assignment
by the Seller.
The
Seller shall assign (exclusive of the Seller’s rights arising under Section or
the Servicer’s rights under Section 8.02(iii) or 8.03), its interest under this
Agreement to the Depositor, which in turn shall assign such rights to the
Trustee, and the Trustee then shall succeed to all rights of the Seller under
this Agreement.
-53-
Section
9.13. Amendment.
This
Agreement may be amended from time to time by the Servicer and the Seller,
with
(i) the prior written consent of the Trustee and the NIMS Insurer and (ii)
the
written agreement signed by the Master Servicer, the Seller and the Servicer;
provided
that the
party requesting such amendment shall, at its own expense, provide the Trustee,
the NIMS Insurer, the Master Servicer and the Seller with an Opinion of Counsel
that such amendment will not materially adversely affect the interest of the
Certificateholders in the Mortgage Loans or the NIM Securities to be issued
in
the NIMS Transaction. Any such amendment shall be deemed not to adversely affect
in any material respect any the interest of the Certificateholders in the
Mortgage Loans or the NIM Securities to be issued in the NIMS Transaction,
if
the Trustee receives written confirmation from each Rating Agency that such
amendment will not cause such Rating Agency to reduce, qualify or withdraw
the
then current rating assigned to the Certificates and the NIM Securities (and
any
Opinion of Counsel requested by the Trustee, the NIMS Insurer, the Master
Servicer and the Seller in connection with any such amendment may rely expressly
on such confirmation as the basis therefore);
provided, however,
this
Agreement may be amended by the Servicer, the Seller, the Master Servicer and
the Trustee from time to time without the delivery of an Opinion of Counsel
described above to the extent necessary, in the judgment of the Seller and
its
counsel, to comply with any rules promulgated by the Commission and any
interpretations thereof by the staff of the Commission.
Section
9.14. Waivers.
No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced and is consented to by the NIMS
Insurer.
Section
9.15. Exhibits.
The
exhibits to this Agreement are hereby incorporated and made a part hereof and
are an integral part of this Agreement.
Section
9.16. Intended
Third Party Beneficiaries.
Notwithstanding
any provision herein to the contrary, the parties to this Agreement agree that
it is appropriate, in furtherance of the intent of such parties as set forth
herein, that the Depositor, the Trustee and the NIMS Insurer receive the benefit
of the provisions of this Agreement as intended third party beneficiaries of
this Agreement to the extent of such provisions. The Servicer shall have the
same obligations to the Depositor, the Trustee and the NIMS Insurer as if they
were parties to this Agreement, and the Depositor, the Trustee and the NIMS
Insurer shall have the same rights and remedies to enforce the provisions of
this Agreement as if they were parties to this Agreement. The Servicer shall
only take direction from the Master Servicer (if direction by the Master
Servicer is required under this Agreement) unless otherwise directed by this
Agreement. Notwithstanding the foregoing, all rights and obligations of the
Depositor, the Trustee and the Master Servicer hereunder (other than the right
to indemnification) shall terminate upon the termination of the Trust Fund
pursuant to the Trust Agreement and all rights of the NIMS Insurer set forth
in
this Agreement (other than the right of indemnification) shall exist only so
long as the NIM Securities issued pursuant to the NIMS Transaction remain
outstanding or the NIMS Insurer is owed amounts in respect of its guarantee
of
payment on such NIM Securities.
-54-
Section
9.17. General
Interpretive Principles.
For
purposes of this Agreement, except as otherwise expressly provided or unless
the
context otherwise requires:
(a) the
terms
defined in this Agreement have the meanings assigned to them in this Agreement
and include the plural as well as the singular, and the use of any gender herein
shall be deemed to include the other gender;
(b) accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(c) references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs”, and other
subdivisions without reference to a document are to designated Articles,
Sections, Subsections, Paragraphs and other subdivisions of this
Agreement;
(d) a
reference to a Subsection without further reference to a Section is a reference
to such Subsection as contained in the same Section in which the reference
appears, and this rule shall also apply to Paragraphs and other
subdivisions;
(e) the
words
“herein”, “hereof”, “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular provision; and
(f) the
term
“include” or “including” shall mean by reason of enumeration.
Section
9.18. Reproduction
of Documents.
This
Agreement and all documents relating thereto, including, without limitation,
(a)
consents, waivers and modifications which may hereafter be executed, (b)
documents received by any party at the closing, and (c) financial statements,
certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence
as the original itself in any judicial or administrative proceeding, whether
or
not the original is in existence and whether or not such reproduction was made
by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.
*
* * * *
* *
-55-
IN
WITNESS WHEREOF, the Servicer, the Seller and the Master Servicer have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the date first above written.
|
XXXXXX
BROTHERS HOLDINGS INC.
as
Seller
|
||
| |
|
|
| By: | ||
|
Name:
Xxxxx Xxxxxxx
Title:
Authorized Signatory
|
||
|
GMAC
MORTGAGE, LLC, as successor by
merger
to GMAC MORTGAGE
CORPORATION
as
Servicer
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
|
AURORA
LOAN SERVICES LLC
as
Master
Servicer
|
||
| |
|
|
| By: | ||
|
Name:
Xxxxx X. Xxxxxxx
Title:
Senior Vice President
|
||
Acknowledged
by:
U.S.
BANK
NATIONAL ASSOCIATION
as
Trustee
By:
Name:
Title:
EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
[Intentionally
Omitted]
A-1
EXHIBIT
B
CUSTODIAL
ACCOUNT LETTER AGREEMENT
______________
__, ____
To:
_______________________________
_______________________________
_______________________________
(the
“Depository”)
As
Servicer under the Securitization Servicing Agreement dated as of October 1,
2006 (the “Agreement”), we hereby authorize and request you to establish an
account, as a Custodial Account pursuant to Section 3.03 of the Agreement,
to be
designated as “GMAC Mortgage, LLC, as servicer, in trust for the benefit of the
Holders of GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates,
Series 2007-AR1.” All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Servicer. This letter is submitted to you
in
duplicate. Please execute and return one original to us.
| [____________]
Servicer
|
|
|
By:
_____________________________________
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________
|
B-1
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number __________, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above.
|
Depository
|
|
|
By:
_____________________________________
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________
|
B-2
EXHIBIT
C
ESCROW
ACCOUNT LETTER AGREEMENT
______________
___, ____
To:
_______________________________
_______________________________
_______________________________
(the
“Depository”)
As
Servicer under the Securitization Servicing Agreement dated as of October 1,
2006 (the “Agreement”), we hereby authorize and request you to establish an
account, as an Escrow Account pursuant to Section 3.05 of the Agreement, to
be
designated as “GMAC Mortgage, LLC, as servicer, in trust for the benefit of the
Holders of GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates,
Series 2007-AR1.” All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Servicer. This letter is submitted to you
in
duplicate. Please execute and return one original to us.
| [____________]
Servicer
|
|
|
By:
_____________________________________
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________
|
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number ______, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above.
|
Depository
|
C-1
|
By:
_____________________________________
Name: ___________________________________
Title: ____________________________________
Date:
____________________________________
|
X-0
XXXXXXX
X-0
FORM
OF
MONTHLY REMITTANCE ADVICE
|
FIELD
NAME
|
DESCRIPTION
|
FORMAT
|
||
|
INVNUM
|
INVESTOR
LOAN NUMBER
|
Number
no decimals
|
||
|
SERVNUM
|
SERVICER
LOAN NUMBER, REQUIRED
|
Number
no decimals
|
||
|
BEGSCHEDBAL
|
BEGINNING
SCHEDULED BALANCE FOR SCHED/SCHED
|
Number
two decimals
|
||
|
BEGINNING
TRAIL BALANCE FOR ACTUAL/ACTUAL, REQUIRED
|
||||
|
SCHEDPRIN
|
SCHEDULED
PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
||
|
ACTUAL
PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED,
.00 IF NO COLLECTIONS
|
||||
|
CURT1
|
CURTAILMENT
1 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
CURT1DATE
|
CURTAILMENT
1 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
||
|
CURT1ADJ
|
CURTAILMENT
1 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
CURT2
|
CURTAILMENT
2 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
CURT2DATE
|
CURTAILMENT
2 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
||
|
CURT2ADJ
|
CURTAILMENT
2 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
LIQPRIN
|
PAYOFF,
LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
OTHPRIN
|
OTHER
PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
PRINREMIT
|
TOTAL
PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
INTREMIT
|
NET
INTEREST REMIT, INCLUDE PAYOFF INTEREST,
|
Number
two decimals
|
||
|
.00
IF NOT APPLICABLE
|
||||
|
TOTREMIT
|
TOTAL
REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
ENDSCHEDBAL
|
ENDING
SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
||
|
ENDING
TRIAL BALANCE FOR ACTUAL/ACTUAL
|
||||
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||||
|
ENDACTBAL
|
ENDING
TRIAL BALANCE
|
Number
two decimals
|
||
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||||
|
ENDDUEDATE
|
ENDING
ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT
|
DD-MMM-YY
|
||
|
ACTCODE
|
60
IF PAIDOFF, BLANK IF NOT APPLICABLE
|
Number
no decimals
|
||
|
ACTDATE
|
ACTUAL
PAYOFF DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
||
|
INTRATE
|
INTEREST
RATE, REQUIRED
|
Number
seven decimals
|
||
|
Example
.0700000 for 7.00%
|
||||
|
SFRATE
|
SERVICE
FEE RATE, REQUIRED
|
Number
seven decimals
|
||
|
Example
.0025000 for .25%
|
||||
|
PTRATE
|
PASS
THRU RATE, REQUIRED
|
Number
seven decimals
|
||
|
Example
.0675000 for 6.75%
|
||||
|
PIPMT
|
P&I
CONSTANT, REQUIRED
|
Number
two decimals
|
||
|
.00
IF PAIDOFF
|
X-0-0
XXXXXXX
X-0
XXXXXXXX
XXXXXX FOR MONTHLY DEFAULTED LOAN REPORT
|
Data
Field
|
Format
|
Data
Description
|
||
|
%
of MI coverage
|
NUMBER(6,5)
|
The
percent of coverage provided by the PMI company in the event of loss
on a
defaulted loan.
|
||
|
Actual
MI claim filed date
|
DATE(MM/DD/YYYY)
|
Actual
date that the claim was submitted to the PMI company.
|
||
|
Actual
bankruptcy start date
|
DATE(MM/DD/YYYY)
|
Actual
date that the bankruptcy petition is filed with the
court.
|
||
|
Actual
MI claim amount filed
|
NUMBER(15,2)
|
The
amount of the claim that was filed by the servicer with the PMI
company.
|
||
|
Actual
discharge date
|
DATE(MM/DD/YYYY)
|
Actual
date that the Discharge Order is entered in the bankruptcy
docket.
|
||
|
Actual
due date
|
DATE(MM/DD/YYYY)
|
Actual
due date of the next outstanding payment amount due from the
mortgagor.
|
||
|
Actual
eviction complete date
|
DATE(MM/DD/YYYY)
|
Actual
date that the eviction proceedings are completed by local
counsel.
|
||
|
Actual
eviction start date
|
DATE(MM/DD/YYYY)
|
Actual
date that the eviction proceedings are commenced by local
counsel.
|
||
|
Actual
first legal date
|
DATE(MM/DD/YYYY)
|
Actual
date that foreclosure counsel filed the first legal action as defined
by
state statute.
|
||
|
Actual
redemption end date
|
DATE(MM/DD/YYYY)
|
Actual
date that the foreclosure redemption period expires.
|
||
|
Bankruptcy
chapter
|
VARCHAR2(2)
7= Chapter 7 filed
11=
Chapter 11 filed
12=
Chapter 12 filed
13=
Chapter 13 filed
|
Chapter
of bankruptcy filed.
|
||
|
Bankruptcy
flag
|
VARCHAR2(2)
Y=Active Bankruptcy
N=No
Active Bankruptcy
|
Servicer
defined indicator that identifies that the property is an asset in
an
active bankruptcy case.
|
||
|
Bankruptcy
Case Number
|
VARCHAR2(15)
|
The
court assigned case number of the bankruptcy filed by a party with
interest in the property.
|
||
|
MI
claim amount paid
|
NUMBER(15,2)
|
The
amount paid to the servicer by the PMI company as a result of submitting
an MI claim.
|
D-2-1
|
MI
claim funds received date
|
DATE(MM/DD/YYYY)
|
Actual
date that funds were received from the PMI company as a result of
transmitting an MI claim.
|
||
|
Current
loan amount
|
NUMBER(10,2)
|
Current
unpaid principal balance of the loan as of the date of reporting
to Aurora
Master Servicing.
|
||
|
Date
FC sale scheduled
|
DATE(MM/DD/YYYY)
|
Date
that the foreclosure sale is scheduled to be held.
|
||
|
Date
relief/dismissal granted
|
DATE(MM/DD/YYYY)
|
Actual
date that the dismissal or relief from stay order is entered by the
bankruptcy court.
|
||
|
Date
REO offer accepted
|
DATE(MM/DD/YYYY)
|
Actual
date of acceptance of an REO offer.
|
||
|
Date
REO offer received
|
DATE(MM/DD/YYYY)
|
Actual
date of receipt of an REO offer.
|
||
|
Delinquency
value
|
NUMBER(10,2)
|
Value
obtained typically from a BPO prior to foreclosure referral not related
to
loss mitigation activity.
|
||
|
Delinquency
value source
|
VARCHAR2(15)
BPO= Broker's Price Opinion
Appraisal=Appraisal
|
Name
of vendor or management company that provided the delinquency valuation
amount.
|
||
|
Delinquency
value date
|
DATE(MM/DD/YYYY)
|
Date
that the delinquency valuation amount was completed by vendor or
property
management company.
|
||
|
Delinquency
flag
|
VARCHAR2(2)
Y= 90+ delinq. Not in FC, Bky or Loss mit
N=Less
than 90 days delinquent
|
Servicer
defined indicator that identifies that the loan is delinquent but
is not
involved in loss mitigation, foreclosure, bankruptcy or
REO.
|
||
|
Foreclosure
flag
|
VARCHAR2(2)
Y=Active foreclosure
N=No
active foreclosure
|
Servicer
defined indicator that identifies that the loan is involved in foreclosure
proceedings.
|
||
|
Corporate
expense balance
|
NUMBER(10,2)
|
Total
of all cumulative expenses advanced by the servicer for non-escrow
expenses such as but not limited to: FC fees and costs, bankruptcy
fees
and costs, property preservation and property
inspections.
|
||
|
Foreclosure
attorney referral date
|
DATE(MM/DD/YYYY)
|
Actual
date that the loan was referred to local counsel to begin foreclosure
proceedings.
|
||
|
Foreclosure
valuation amount
|
NUMBER(15,2)
|
Value
obtained during the foreclosure process. Usually as a result of a
BPO and
typically used to calculate the bid.
|
||
|
Foreclosure
valuation date
|
DATE(MM/DD/YYYY)
|
Date
that foreclosure valuation amount was completed by vendor or property
management company.
|
D-2-2
|
Foreclosure
valuation source
|
VARCHAR2(80)
BPO= Broker's Price Opinion
Appraisal=Appraisal
|
Name
of vendor or management company that provided the foreclosure valuation
amount.
|
||
|
FHA
27011A transmitted date
|
DATE(MM/DD/YYYY)
|
Actual
date that the FHA 27011A claim was submitted to HUD.
|
||
|
FHA
27011 B transmitted date
|
DATE(MM/DD/YYYY)
|
Actual
date that the FHA 27011B claim was submitted to HUD.
|
||
|
VA
LGC/ FHA Case number
|
VARCHAR2(15)
|
Number
that is assigned individually to the loan by either HUD or VA at
the time
of origination. The number is located on the Loan Guarantee Certificate
(LGC) or the Mortgage Insurance Certificate (MIC).
|
||
|
FHA
Part A funds received date
|
DATE(MM/DD/YYYY)
|
Actual
date that funds were received from HUD as a result of transmitting
the
27011A claim.
|
||
|
Foreclosure
actual sale date
|
DATE(MM/DD/YYYY)
|
Actual
date that the foreclosure sale was held.
|
||
|
Servicer
loan number
|
VARCHAR2(15)
|
Individual
number that uniquely identifies loan as defined by
servicer.
|
||
|
Loan
type
|
VARCHAR2(2)
1=FHA Residential
2=VA
Residential
3=Conventional
w/o PMI
4=Commercial
5=FHA
Project
6=Conventional
w/PMI
7=HUD
235/265
8=Daily
Simple Interest Loan
9=Farm
Loan
U=Unknown
S=Sub
prime
|
Type
of loan being serviced generally defined by the existence of certain
types
of insurance. (i.e.:
FHA, VA, conventional insured, conventional uninsured, SBA,
etc.)
|
||
|
Loss
mit approval date
|
DATE(MM/DD/YYYY)
|
The
date determined that the servicer and mortgagor agree to pursue a
defined
loss mitigation alternative.
|
||
|
Loss
mit flag
|
VARCHAR2(2)
Y= Active loss mitigation
N=No
active loss mitigation
|
Servicer
defined indicator that identifies that the loan is involved in completing
a loss mitigation alternative.
|
||
|
Loss
mit removal date
|
DATE(MM/DD/YYYY)
|
The
date that the mortgagor is denied loss mitigation alternatives or
the date
that the loss mitigation alternative is completed resulting in a
current
or liquidated loan.
|
D-2-3
|
Loss
mit type
|
VARCHAR2(2)
L= Loss Mitigation
LT=Litigation
pending
NP=Pending
non-performing sale
CH=
Charge off
DI=
Deed in lieu
FB=
Forbearance plan
MO=Modification
PC=Partial
claim
SH=Short
sale
VA=VA
refunding
|
The
defined loss mitigation alternative identified on the loss mit approval
date.
|
||
|
Loss
mit value
|
NUMBER(10,2)
|
Value
obtained typically from a BPO prior to foreclosure sale intended
to aid in
the completion of loss mitigation activity.
|
||
|
Loss
mit value date
|
DATE(MM/DD/YYYY)
|
Name
of vendor or management company that provided the loss mitigation
valuation amount.
|
||
|
Loss
mit value source
|
VARCHAR2(15)
BPO= Broker's Price Opinion
Appraisal=Appraisal
|
Date
that the lost mitigation valuation amount was completed by vendor
or
property management company.
|
||
|
MI
certificate number
|
VARCHAR2(15)
|
A
number that is assigned individually to the loan by the PMI company
at the
time of origination. Similar to the VA LGC/FHA Case Number in purpose.
|
||
|
LPMI
Cost
|
NUMBER(7,7)
|
The
current premium paid to the PMI company for Lender Paid Mortgage
Insurance.
|
||
|
Occupancy
status
|
VARCHAR2(1)
O=Owner occupied
T=Tenant
occupied
U=Unknown
V=Vacant
|
The
most recent status of the property regarding who if anyone is occupying
the property. Typically a result of a routine property
inspection.
|
||
|
First
Vacancy date/ Occupancy status date
|
DATE(MM/DD/YYYY)
|
The
date that the most recent occupancy status was determined. Typically
the
date of the most recent property inspection.
|
||
|
Original
loan amount
|
NUMBER(10,2)
|
Amount
of the contractual obligations (i.e.:
note and mortgage/deed of trust).
|
||
|
Original
value amount
|
NUMBER(10,2)
|
Appraised
value of property as of origination typically determined through
the
appraisal process.
|
||
|
Origination
date
|
DATE(MM/DD/YYYY)
|
Date
that the contractual obligations (i.e.:
note and mortgage/deed of trust) of the mortgagor was
executed.
|
D-2-4
|
FHA
Part B funds received date
|
DATE(MM/DD/YYYY)
|
Actual
date that funds were received from HUD as a result of transmitting
the
27011B claim.
|
||
|
Post
petition due date
|
DATE(MM/DD/YYYY)
|
The
post petition due date of a loan involved in a chapter 13
bankruptcy.
|
||
|
Property
condition
|
VARCHAR2(2)
1= Excellent
2=Good
3=Average
4=Fair
5=Poor
6=Very
poor
|
Physical
condition of the property as most recently reported to the servicer
by
vendor or property management company.
|
||
|
Property
type
|
VARCHAR2(2)
1=Single family
2=Town
house
3=Condo
4=Multifamily
5=Other
6=Prefabricated
B=Commercial
C=Land
only
7=Mobile
home
U=Unknown
D=Farm
A=Church
P=PUD
R=Row
house
O=Co-op
M=Manufactured
housing
24=
2-4 family
CT=Condotel
MU=Mixed
use
|
Type
of property secured by mortgage such as: single family, 2-4 unit,
etc.
|
D-2-5
|
Reason
for default
|
VARCHAR2(3)
001=Death of principal mtgr
002=Illness
of principal mtgr
003=Illness
of mtgr's family member
004=Death
of mtgr's family member
005=Marital
difficulties
006=Curtailment
of income
007=Excessive
obligations
008=Abandonment
of property
009=Distant
employee transfer
011=Property
problem
012=Inability
to sell property
013=Inability
to rent property
014=Military
service
015=Other
016=Unemployment
017=Business
failure
019=Casualty
loss
022=Energy-Environment
costs
023=
Servicing problems
026=
Payment adjustment
027=Payment
dispute
029=Transfer
ownership pending
030=Fraud
031=Unable
to contact borrower
INC=Incarceration
|
Cause
of delinquency as identified by mortgagor.
|
||
|
REO
repaired value
|
NUMBER(10,2)
|
The
projected value of the property that is adjusted from the “as is” value
assuming necessary repairs have been made to the property as determined
by
the vendor/property management company.
|
||
|
REO
list price adjustment amount
|
NUMBER(15,2)
|
The
most recent listing/pricing amount as updated by the servicer for
REO
properties.
|
||
|
REO
list price adjustment date
|
DATE(MM/DD/YYYY)
|
The
most recent date that the servicer advised the agent to make an adjustment
to the REO listing price.
|
||
|
REO
value (as is)
|
NUMBER(10,2)
|
The
value of the property without making any repairs as determined by
the
vendor/property management company.
|
||
|
REO
actual closing date
|
DATE(MM/DD/YYYY)
|
The
actual date that the sale of the REO property closed
escrow.
|
||
|
REO
flag
|
VARCHAR2(7)
Y=Active REO
N=No
active REO
|
Servicer
defined indicator that identifies that the property is now Real Estate
Owned.
|
||
|
REO
original list date
|
DATE(MM/DD/YYYY)
|
The
initial/first date that the property was listed with an agent as
an
REO.
|
D-2-6
|
REO
original list price
|
NUMBER(15,2)
|
The
initial/first price that was used to list the property with an agent
as an
REO.
|
||
|
REO
net sales proceeds
|
NUMBER(10,2)
|
The
actual REO sales price less closing costs paid. The net sales proceeds
are
identified within the HUD1 settlement statement.
|
||
|
REO
sales price
|
NUMBER(10,2)
|
Actual
sales price agreed upon by both the purchaser and servicer as documented
on the HUD1 settlement statement.
|
||
|
REO
scheduled close date
|
DATE(MM/DD/YYYY)
|
The
date that the sale of the REO property is scheduled to close
escrow.
|
||
|
REO
value date
|
DATE(MM/DD/YYYY)
|
Date
that the vendor or management company completed the valuation of
the
property resulting in the REO value (as is).
|
||
|
REO
value source
|
VARCHAR2(15)
BPO= Broker's Price Opinion
Appraisal=Appraisal
|
Name
of vendor or management company that provided the REO value (as
is).
|
||
|
Repay
first due date
|
DATE(MM/DD/YYYY)
|
The
due date of the first scheduled payment due under a forbearance or
repayment plan agreed to by both the mortgagor and
servicer.
|
||
|
Repay
next due date
|
DATE(MM/DD/YYYY)
|
The
due date of the next outstanding payment due under a forbearance
or
repayment plan agreed to by both the mortgagor and servicer.
|
||
|
Repay
plan broken/reinstated/closed date
|
DATE(MM/DD/YYYY)
|
The
servicer defined date upon which the servicer considers that the
plan is
no longer in effect as a result of plan completion or mortgagor's
failure
to remit payments as scheduled.
|
||
|
Repay
plan created date
|
DATE(MM/DD/YYYY)
|
The
date that both the mortgagor and servicer agree to the terms of a
forbearance or repayment plan.
|
||
|
SBO
loan number
|
NUMBER(9)
|
Individual
number that uniquely identifies loan as defined by Aurora Master
Servicing.
|
||
|
Escrow
balance/advance balance
|
NUMBER(10,2)
|
The
positive or negative account balance that is dedicated to payment
of
hazard insurance, property taxes, MI, etc. (escrow items
only)
|
||
|
Title
approval letter received date
|
DATE(MM/DD/YYYY)
|
The
actual date that the title approval was received as set forth in
the HUD
title approval letter.
|
||
|
Title
package HUD/VA date
|
DATE(MM/DD/YYYY)
|
The
actual date that the title package was submitted to either HUD or
VA.
|
D-2-7
|
VA
claim funds received date
|
DATE(MM/DD/YYYY)
|
The
actual date that funds were received by the servicer from the VA
for the
expense claim submitted by the servicer.
|
||
|
VA
claim submitted date
|
DATE(MM/DD/YYYY)
|
The
actual date that the expense claim was submitted by the servicer
to the
VA.
|
||
|
VA
first funds received amount
|
NUMBER(15,2)
|
The
amount of funds received by the servicer from VA as a result of the
specified bid.
|
||
|
VA
first funds received date
|
DATE(MM/DD/YYYY)
|
The
date that the funds from the specified bid were received by the servicer
from the VA.
|
||
|
VA
XXX submitted date
|
DATE(MM/DD/YYYY)
|
Actual
date that the Notice of Election to Convey was submitted to the
VA.
|
||
|
Zip
Code
|
VARCHAR2(5)
|
US
postal zip code that corresponds to property location.
|
||
|
FNMA
Delinquency status code
|
VARCHAR2(3)
09=Forbearance
17=Preforeclosure
sale
24=Drug
seizure
26=Refinance
27=Assumption
28=Modification
29=Charge-off
30=Third-party
sale
31=Probate
32=Military
indulgence
43=Foreclosure
44=Deed-in-lieu
49=Assignment
[61=Second
lien considerations]
62=VA
no-bid
63=VA
Refund
64=VA
Buydown
65=Ch.
7 bankruptcy
66=Ch.
11 bankruptcy
67=Ch.
13 bankruptcy
|
The
code that is electronically reported to FNMA by the servicer that
reflects
the current defaulted status of a loan. (i.e.:
65, 67, 43 or 44)
|
D-2-8
|
FNMA
delinquency reason code
|
VARCHAR2(3)
001=Death of principal mtgr
002=Illness
of principal mtgr
003=Illness
of mtgr's family member
004=Death
of mtgr's family member
005=Marital
difficulties
006=Curtailment
of income
007=Excessive
obligations
008=Abandonment
of property
009=Distant
employee transfer
011=Property
problem
012=Inability
to sell property
013=Inability
to rent property
014=Military
service
015=Other
016=Unemployment
017=Business
failure
019=Casualty
loss
022=Energy-Environment
costs
023=
Servicing problems
026=
Payment adjustment
027=Payment
dispute
029=Transfer
ownership pending
030=Fraud
031=Unable
to contact borrower
INC=Incarceration
|
The
code that is electronically reported to FNMA by the servicer that
describes the circumstance that appears to be the primary contributing
factor to the delinquency.
|
||
|
Suspense
balance
|
NUMBER(10,2)
|
Money
submitted to the servicer, credited to the mortgagor's account but
not
allocated to principal, interest, escrow, etc.
|
||
|
Restricted
escrow balance
|
NUMBER(10,2)
|
Money
held in escrow by the mortgage company through completion of repairs
to
property.
|
||
|
Investor
number
|
NUMBER
(10,2)
|
Unique
number assigned to a group of loans in the servicing system.
|
X-0-0
XXXXXXX
X-0
FORM
OF
LOAN LOSS REPORT
|
Final
Report Field Heading
|
Definition
|
Format
|
||
|
Servicer
Cut Off Date
|
Reporting
cycle cut off date
|
DATE(MM/DD/YYYY)
|
||
|
Servicer
Loan Number
|
Individual
number that uniquely identifies loan as defined by
servicer.
|
VARCHAR2(15)
|
||
|
Investor
Loan Number
|
Individual
number that uniquely identifies loan as defined by Aurora Master
Servicing.
|
NUMBER(9)
|
||
|
Servicer
Customer Number
|
Unique
number assigned to each servicer
|
NUMBER(3)
|
||
|
Investor
ID
|
Unique
number assigned to a group of loans in the servicing system.
|
NUMBER
(10,2)
|
||
|
Resolution
Type
|
Description
of the process to resolve the delinquency. Ex. Foreclosure, Short
Sale,
Third Party Sale, Deed In Lieu, etc.
|
VARCHAR2(15)
|
||
|
Resolution
Date
|
Date
the process described in Resolution Type was completed.
|
DATE(MM/DD/YYYY)
|
||
|
Liquidation
Date
|
Date
the loan was liquidated on the servicers servicing system.
|
DATE(MM/DD/YYYY)
|
||
|
REO
Sale Date
|
Actual
date that the sale of the REO property closed escrow.
|
DATE(MM/DD/YYYY)
|
||
|
Title
Date
|
Date
clear title was recorded.
|
DATE(MM/DD/YYYY)
|
||
|
MI
Percent
|
Percent
of coverage provided by the PMI company in the event of loss on a
defaulted loan.
|
NUMBER(6,5)
|
||
|
First
Legal Date
|
Actual
date that foreclosure counsel filed the first legal action as defined
by
state statute.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
1 Filing Date
|
Actual
date the bankruptcy petition is filed with the court.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
1 Relief Date
|
Actual
date the Discharge, Dismissal or Relief Order is entered in the bankruptcy
docket.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
2 Filing Date
|
Actual
date the bankruptcy petition is filed with the court.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
2 Relief Date
|
Actual
date the Discharge, Dismissal or Relief Order is entered in the bankruptcy
docket.
|
DATE(MM/DD/YYYY)
|
D-3-1
|
Foreclosure
Fees
|
Amount
paid to the Foreclosure Attorney for performing his
service.
|
NUMBER(10,2)
|
||
|
Foreclosure
Costs
|
Amount
incurred as part of the foreclosure process.
|
NUMBER(10,2)
|
||
|
Bankruptcy
Costs
|
Amount
incurred related to a bankruptcy filing involving the borrower or
subject
property.
|
NUMBER(10,2)
|
||
|
Eviction
Costs
|
Amount
incurred related to the eviction process.
|
NUMBER(10,2)
|
||
|
Appraisal
Costs
|
Amount
incurred to acquire a value for the subject property.
|
NUMBER(10,2)
|
||
|
Preservation
Costs
|
Amount
incurred to preserve and secure the property.
|
NUMBER(10,2)
|
||
|
Utility
Costs
|
Amount
incurred for utilities at the property.
|
NUMBER(10,2)
|
||
|
HOA
Costs
|
Amount
paid to the Home Owners Association to maintain the property
dues.
|
NUMBER(10,2)
|
||
|
Other
Costs
|
Amount
of Miscellaneous Expenses incurred during the default
process.
|
NUMBER(10,2)
|
||
|
Interest
on Advances
|
Interest
paid by HUD/VA or MI on the amounts advanced related to the liquidation
of
the property.
|
NUMBER(10,2)
|
||
|
Hazard
Refunds
|
Amount
of refunds of Hazard Premiums paid.
|
NUMBER(10,2)
|
||
|
Real
Estate Taxes
|
Amount
of any taxes paid during the default process.
|
NUMBER(10,2)
|
||
|
Hazard
Premiums
|
Amount
paid for Hazard Insurance on the property held as collateral for
the
mortgage.
|
NUMBER(10,2)
|
||
|
MI
Premiums
|
Amount
paid for Mortgage Insurance related to the mortgage loan.
|
NUMBER(10,2)
|
||
|
Other
Escrow
|
Miscellaneous
Expenses incurred from the escrow account during the default
process.
|
NUMBER(10,2)
|
||
|
Sales
Proceeds
|
Funds
received in connection with the sale of the property held as collateral
for the mortgage loan (Positive Number).
|
NUMBER(10,2)
|
||
|
Initial
Claim Proceeds
|
Funds
received in connection with the conveyance of the property to the
insuring
agency (Positive Number).
|
NUMBER(10,2)
|
||
|
Final
Claim Proceeds
|
Claim
funds received from the insuring agency (HUD/VA).
|
NUMBER(10,2)
|
D-3-2
|
Other
Proceeds
|
Miscellaneous
funds received in connection with the property held as collateral
for the
mortgage loan (Positive Number).
|
NUMBER(10,2)
|
||
|
Escrow
Balance
|
Any
positive balance remaining in the escrow account.
|
NUMBER(10,2)
|
||
|
Replacement
Reserve Bal
|
Amount
of funds held in the Replacement Reserve account (Positive
Number).
|
NUMBER(10,2)
|
||
|
Restricted
Escrow Bal
|
Amount
of funds held in the Restricted Escrow account.
|
NUMBER(10,2)
|
||
|
Suspense
Balance
|
Amount
of funds held in the Suspense account (Positive Number).
|
NUMBER(10,2)
|
||
|
Servicer
Retained Loss
|
The
total amount of the Gross Final Actual (Loss)/Gain the servicer will
take,
due to Interest/Expense Curtailments by HUD/VA (This would include
Advances not claimed to HUD/VA or MI due to servicer error) (Positive
Number).
|
NUMBER(10,2)
|
D-3-3
EXHIBIT
E
FORM
OF
ANNUAL CERTIFICATION
|
Re:
|
The
Securitization Servicing Agreement dated as of October 1, 2006 (the
“Agreement”), by and among GMAC Mortgage, LLC (the “Servicer”), Xxxxxx
Brothers Holdings Inc., as seller (the “Seller”), Aurora Loan Services
LLC, as master servicer (the “Master Servicer”), and acknowledged by U.S.
Bank National Association, as Trustee (the
“Trustee”).
|
I,
[identify the certifying individual], the [title] of the Servicer, certify
to
the Trustee, the Master Servicer and Structured Asset Securities Corporation
(the “Depositor”), and their officers, with the knowledge and intent that they
will rely upon this certification, that:
(1) I
have
reviewed the servicer compliance statement of the Servicer provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Company’s compliance with the servicing criteria set
forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
reports, officer’s certificates and other information relating to the servicing
of the Mortgage Loans by the Servicer during 200[ ] that were delivered by
the
Servicer to any of the Depositor, the Master Servicer and the Trustee pursuant
to the Agreement (collectively, the “Company Servicing
Information”);
(2) Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
(3) Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the Depositor, the
Master Servicer and the Trustee;
(4) I
am
responsible for reviewing the activities performed by the Servicer as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Servicer has fulfilled its obligations under the Agreement in all material
respects; and
E-1
(5) The
Compliance Statement required to be delivered by the Servicer pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Servicer and by any Subservicer or Subcontractor pursuant to
the
Agreement, have been provided to the Depositor, the Master Servicer and the
Trustee. Any material instances of noncompliance described in such reports
have
been disclosed to the Depositor, the Master Servicer and the Trustee. Any
material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
| Date: | _______________________ | |
|
GMAC
MORTGAGE, LLC
|
||
| |
|
|
| By: | ||
|
Name:
|
||
| Title: | ||
E-2
EXHIBIT
F
GPMF
2007-AR1 TRUST AGREEMENT
See
Exhibit 4.1
F-1
EXHIBIT
G
XXXXXX
MAE GUIDE NO. 95-19
ANNOUNCEMENT
|
Reference
|
|
·
|
Selling
|
This
announcement amends the guide(s) indicated.
|
|
·
|
Servicing
|
Please
keep it for reference until we issue a formal
change.
|
|
Subject
|
“Full-File”
Reporting to Credit
Repositories
|
|
Part
IV,
Section 107, of the servicing Guide currently requires servicers to report
only
90-day delinquencies to the four major credit repositories. To ensure that
the
repositories have up-to-date information for both servicing and origination
activity, we have decided to begin requiring -- as of the month ending March
31,
1996 -- servicers to provide the credit repositories a “full-file” status report
for the mortgages they service for us.
“Full-file”
reporting requires that servicers submit a monthly report to each of the credit
repositories to describe the exact status for each mortgage they service for
us.
The status reported generally should be the one in effect as of the last
business day of each month. Servicers may, however, use a slightly later cut-off
date -- for example, at the and of the first week of a month -- to assure that
payment corrections, returned checks, and other adjustments related to the
previous month’s activity can be appropriately reflected in their report for
that month. Statuses that must be reported for any given mortgage include the
following: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, and charged-off. (The credit repositories will provide the
applicable codes for reporting these statuses to them.) A listing of each of
the
major repositories to which “full-file” status reports must be sent is
attached.
Servicers
are responsible for the complete and accurate reporting of mortgage status
information to the repositories and for resolving any disputes that arise about
the information they report. Servicers must respond promptly to any inquiries
from borrowers regarding specific mortgage status information about them that
was reported to the credit repositories.
Servicers
should contact their Customer Account Team in their lead Xxxxxx Xxx regional
office if they have any questions about this expanded reporting
requirement.
|
Xxxxxx
X. Engeletad
Senior
Vice President - Mortgage and Lender Standards
|
||
|
11/20/95
|
||
G-1
XXXXXX
XXX GUIDE 95-19
ATTACHMENT
1
ANNOUNCEMENT
Major
Credit Repositories
A
“full-file” status report for each mortgage serviced for Xxxxxx Mae must be sent
to the following repositories each month (beginning with the month ending March
31, 1996):
|
Company
|
Telephone
Number
|
|
|
Consumer
Credit Associates, Inc.
000
Xxxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000-0000
|
Call
(000) 000-0000, either extension
150,
101, or 112, for all inquiries.
|
|
|
Equifax
|
Members
that have an account number may call their local sales representative
for
all inquiries; lenders that need to set up an account should call
(000)
000-0000 and select the customer assistance option.
|
|
|
TRW
Information Systems & Services
|
Call
(000) 000-0000 for all inquiries,
|
|
|
000
XXX Xxxxxxx
|
current
members should select option 3;
|
|
|
Xxxxx,
Xxxxx 00000
|
lenders
that need to set up an account should select Option 4.
|
|
|
Trans
Union Corporation
|
Call
(000) 000-0000 to get the name of
|
|
|
555
West Xxxxx
|
the
local bureau to contact about setting
|
|
|
Xxxxxxx,
Xxxxxxxx 00000
|
up
an account or obtaining other
information.
|
11/20/95
G-2
EXHIBIT
H
[RESERVED]
H-1
EXHIBIT
I
SERVICING
CRITERIA TO BE ADDRESSED IN REPORT ON
ASSESSMENT
OF COMPLIANCE
The
Servicer shall address, at a minimum, the criteria identified as below as
“Applicable Servicing Criteria”, as identified by a xxxx in the column titled
“Applicable Servicing Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
||||
|
Reference
|
Criteria
|
|
|||
|
|
General
Servicing Considerations
|
|
|||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|||
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|||
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
||||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|||
|
|
Cash
Collection and Administration
|
||||
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
|||
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|||
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|||
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
|||
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
|||
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|||
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
|||
I-1
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
||||
|
Reference
|
Criteria
|
|
|||
|
|
Investor
Remittances and Reporting
|
||||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
X
|
|||
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|||
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|||
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|||
|
|
Pool
Asset Administration
|
||||
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the
transaction
agreements or related mortgage loan documents.
|
X
|
|||
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
|||
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
|||
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow)
in
accordance with the related mortgage loan documents.
|
X
|
|||
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage loans
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|||
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|||
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|||
I-2
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
||||
|
Reference
|
Criteria
|
|
|||
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period
specified in
the transaction agreements; (B) interest on such funds is paid,
or
credited, to obligors in accordance with applicable mortgage
loan
documents and state laws; and (C) such funds are returned to
the obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
|||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that
such support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of
days
specified in the transaction agreements.
|
X
|
|||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
||||
I-3
EXHIBIT
J
TRANSACTION
PARTIES
Trustee:
U.S. Bank National Association
Securities
Administrator: N/A
Master
Servicer: Aurora Loan Services LLC
Interest
Rate Swap Counterparty: ABN AMRO Bank N.V.
Cap
Counterparty: Xxxxxx Brothers Special Financing Inc.
Servicer(s):
Aurora Loan Services LLC, GreenPoint Mortgage Funding, Inc. and GMAC Mortgage,
LLC
Originator(s):
GreenPoint Mortgage Funding, Inc.
Custodian:
U.S. Bank National Association
Seller:
Xxxxxx Brothers Holdings Inc.
J-1
EXHIBIT
K
FORM
OF
ANNUAL OFFICER’S CERTIFICATE
Via
Overnight Delivery
[DATE]
To:
Aurora
Loan Services LLC
000
Xxxxxxxxx Xxxxx Xxxxx, 0xx
Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxxx X. Xxxxxx
(GPMF
2007-AR1)
|
RE:
|
Annual
officer’s certificate delivered pursuant to Section 5.05 of that certain
securitization servicing agreement, dated as of October 1, 2006 (the
“Agreement”), by and among Xxxxxx Brothers Holdings Inc., GMAC Mortgage,
LLC, as servicer (the “Servicer”) and Aurora Loan Services LLC, as master
servicer, and acknowledged by U.S. Bank National Association, as
Trustee,
relating to the issuance of the GreenPoint Mortgage Funding Trust
Mortgage
Pass-Through Certificates, Series
2007-AR1
|
[_______],
the undersigned, a duly authorized [_______] of [the Servicer][Name of
Subservicer], does hereby certify the following for the [calendar year][identify
other period] ending on December 31, 20[__]:
|
1.
|
A
review of the activities of the Servicer during the preceding calendar
year (or portion thereof) and of its performance under the Agreement
for
such period has been made under my
supervision.
|
|
2.
|
To
the best of my knowledge, based on such review, the Servicer has
fulfilled
all of its obligations under the Agreement in all material respects
throughout such year (or applicable portion thereof), or, if there
has
been a failure to fulfill any such obligation in any material respect,
I
have specifically identified to the Master Servicer, the Depositor
and the
Trustee each such failure known to me and the nature and status thereof,
including the steps being taken by the Servicer to remedy such
default.
|
Certified
By:
Name:
Title:
K-1
SCHEDULE
I
TERMINATION
FEE SCHEDULE
The
Termination Fee shall equal the amount set forth in the second column below
that
corresponds to the number of months following the Transfer Date set forth in
the
first column below in which the related termination occurs:
|
Number
of Months following Transfer Date in Which Termination
Occurs
|
Termination
Fee
|
|||
|
0
months through 12 months
|
$
|
10,000
|
||
|
13
months through 18 months
|
$
|
5,000
|
||
|
After
18 months
|
$
|
0
|
||
I-2
SCHEDULE
II
DEBOARDING
FEE SCHEDULE
The
Deboarding Fee shall equal (a) $50.00 per transfer plus (b) the amount per
Mortgage Loan set forth in the second column below that corresponds to the
number of Mortgage Loans for which Servicer is terminated without
cause:
|
Number
of Mortgage Loans for which the Servicer is terminated without
cause
|
Deboarding
Fee Per Mortgage Loan
|
|||
|
Less
than 100
|
$
|
8.00
|
||
|
101-200
|
$
|
7.00
|
||
|
201-999
|
$
|
5.00
|
||
|
1000-5000
|
No
more than $4.50
|
|||
|
Greater
than 5000
|
No
more than $4.00
|
|||
I-3
SCHEDULE
III
ADDITIONAL
FEE SCHEDULE
|
Type
of Fee
|
Fee
Amount (per Mortgage Loan)
|
Comments
|
||
|
Boarding
Fees
|
$10.00
|
Assessed
for the month in which the Transfer Date for each Mortgage Loan
occurs.
|
||
|
Delinquency
Fees
|
$30.00
|
Assessed
when a Mortgage Loan becomes greater than 60 days delinquent at month
end
(e.g. the fee is assessed if a February 1 payment is still owed as
of
March 31). This fee is in addition to the Servicing Fee; provided,
that,
the Servicer may not collect each of a Delinquency Fee, Foreclosure
Fee
and Bankruptcy Fee with respect to each Mortgage Loan, and is entitled
only to the greatest of the Delinquency Fee, Foreclosure Fee or Bankruptcy
Fee, as applicable.
|
||
|
Foreclosure
Fees
|
$55.00
|
Assessed
at the beginning of the month of referral of the Mortgage Loan to
the
foreclosure attorney. This fee is in addition to the Servicing Fee;
provided, that, the Servicer may not collect each of a Delinquency
Fee,
Foreclosure Fee and Bankruptcy Fee with respect to each Mortgage
Loan, and
is entitled only to the greatest of the Delinquency Fee, Foreclosure
Fee
or Bankruptcy Fee, as applicable.
|
||
|
Bankruptcy
Fees
|
$45.00
|
Assessed
at the time the Mortgage Loan enters bankruptcy status. This fee
is in
addition to the Servicing Fee; provided, that, the Servicer may not
collect each of a Delinquency Fee, Foreclosure Fee and Bankruptcy
Fee with
respect to each Mortgage Loan, and is entitled only to the greatest
of the
Delinquency Fee, Foreclosure Fee or Bankruptcy Fee, as
applicable.
|
||
|
Title
Remediation Fees
|
$500.00
|
Any
title remediation shall only be undertaken with the consent of the
Seller
and the Master Servicer and if the Seller or the Master Servicer
is unable
to correct any title issues.
|
||
|
REO
Disposition Fees
|
The
greater of (a) 1.0% of the sales price of the REO Property and (b)
$1,500.00.
|
Subject
to the provisions of Section 3.17.
|
I-4
