RECONSTITUTED SERVICING AGREEMENT
EXECUTION
VERSION
RECONSTITUTED
SERVICING AGREEMENT
This
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered
into as of May 1, 2007, by and between HSBC BANK USA, NATIONAL ASSOCIATION
(“HSBC” or the “Seller”), HSI ASSET SECURITIZATION CORPORATION (“HASCO” or the
“Depositor”) and XXXXX FARGO BANK, N.A., as servicer (in such capacity, the
“Servicer”), and is acknowledged by CITIMORTGAGE, INC., as master servicer (the
“Master Servicer”) and, acknowledged by DEUTSCHE BANK NATIONAL TRUST COMPANY
(the “Trustee”), recites and provides as follows:
RECITALS
WHEREAS,
the Seller has conveyed certain Mortgage Loans (the
“Mortgage Loans”) to the Depositor, which in turn has conveyed the Mortgage
Loans to the Trustee, pursuant to a pooling and servicing agreement, dated
as of
May 1, 2007 (the “Pooling and Servicing Agreement”), attached as Exhibit B
hereto, among the Trustee, Citibank, N.A., as securities administrator (the
“Securities Administrator”), the Master Servicer, the Depositor and Xxxxx Fargo
Bank, N.A., as the custodian;
WHEREAS,
the Mortgage Loans are currently serviced by the Servicer
pursuant to (i) the Servicing Agreement between HSBC, as owner, and the
Servicer, as servicer, dated June 30, 2006 (the “Servicing Agreement”), annexed
hereto as Exhibit C, and (ii) the First Addendum to Servicing Agreement between
HSBC, as owner, and the Servicer, as servicer, dated July 15, 2006 (the “First
Addendum”);
WHEREAS,
the Seller desires that the Servicer continue to service the
Mortgage Loans, and the Servicer has agreed to do so, pursuant to the Servicing
Agreement, subject to the rights of the Seller and the Master Servicer to
terminate the rights and obligations of the Servicer hereunder as set forth
herein and to the other conditions set forth herein;
WHEREAS,
the Seller and the Servicer agree that the provisions of the
Servicing Agreement shall apply to the Mortgage Loans, but only to the extent
provided herein and that this Agreement shall govern the Mortgage Loans for
so
long as such Mortgage Loans remain subject to the provisions of the Pooling
and
Servicing Agreement;
WHEREAS,
the Seller and the Servicer agree that the provisions of the
First Addendum shall not apply to the Mortgage Loans for so long as such
Mortgage Loans remain subject to the provisions of the Pooling and Servicing
Agreement;
WHEREAS,
the Master Servicer and any successor master servicer shall
be obligated, 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;
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 and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions.
Capitalized terms used and not defined in
this Agreement, including Exhibit A hereto and any provisions of the Servicing
Agreement incorporated by reference herein (regardless if such terms are defined
in the Servicing Agreement), shall have the meanings ascribed to such terms
in
the Pooling and Servicing Agreement.
2. Custodianship.
The parties hereto acknowledge that
Xxxxx Fargo Bank, N.A. will act as custodian (the “Custodian”) of the Custodial
Mortgage Files for the Trustee pursuant to the Pooling and Servicing
Agreement.
3. Servicing.
The Servicer agrees, with respect to the
Mortgage Loans, to perform and observe the duties, responsibilities and
obligations that are to be performed and observed under the provisions of the
Servicing Agreement, except as otherwise provided herein and on Exhibit A
hereto, and that the provisions of the Servicing Agreement, as so modified,
are
and shall be a part of this Agreement to the same extent as if set forth herein
in full.
The
Servicer additionally agrees that to the extent the Servicer has
serviced the Mortgage Loans for a period of sixty days prior to the Trust
Cut-Off Date, the Servicer will fully furnish, in accordance with the Fair
Credit Reporting Act of 1970, as amended (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.
4. Trust
Cut-off Date. The parties hereto acknowledge
that by operation of Section 4.05 and Section 5.01 of the Servicing Agreement,
the remittance on June 18, 2007 to the Trust Fund is to include principal due
after May 1, 2007 (the “Trust Cut-off Date”) plus interest, at the Mortgage Loan
Remittance Rate collected during the related Due Period exclusive of any portion
thereof allocable to a period prior to the Trust Cut-off Date, with the
adjustments specified in clauses (b), (c) and (d) of Section 5.01 of the
Servicing Agreement.
5. Master
Servicing; Termination of Servicer. The
Servicer, including any successor servicer hereunder, shall be subject to the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
ensure that the Servicer services the Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
HSI
Asset Loan Obligation Trust 2007-1 Trust Fund (the “Trust Fund”) created
pursuant to the Pooling and Servicing Agreement, shall have the same rights
as
the Seller under the Servicing Agreement to enforce the obligations of the
Servicer under the Servicing Agreement and the term “Owner” as used in the
Servicing Agreement in connection with any rights of the Owner shall refer
to
the Master Servicer, except as otherwise specified in Exhibit A hereto. The
Master Servicer shall be entitled to terminate the rights and obligations of
the
Servicer under this Agreement upon the failure of the Servicer to perform any
of
its obligations under this Agreement, as provided in Article X (Default) of
the
Servicing Agreement. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer be required to assume any obligations of the
Seller under the Servicing Agreement; and, in connection with the performance
of
the Master Servicer’s duties hereunder, the parties and other signatories hereto
agree that the Master Servicer shall be entitled to all of the rights,
protections and limitations of liability afforded to the Master Servicer under
the Pooling and Servicing Agreement.
2
6. No
Representations. Neither the Servicer nor the
Master Servicer shall be obligated or required to make any representations
and
warranties regarding the characteristics of the Mortgage Loans (other than
those
representations and warranties made by the Servicer in Section 3.01 of the
Servicing Agreement, which the Servicer hereby restates as of the Closing Date)
in connection with the transactions contemplated by the Pooling and Servicing
Agreement and issuance of the Certificates issued pursuant thereto.
7. Notices.
All notices and communications between or
among the parties hereto (including any third party beneficiary thereof) or
required to be provided to the Trustee shall be in writing and shall be deemed
received or given when mailed first-class mail, postage prepaid, addressed
to
each other party at its address specified below or, if sent by facsimile or
electronic mail, when facsimile or electronic confirmation of receipt by the
recipient is received by the sender of such notice. Each party may designate
to
the other parties in writing, from time to time, other addresses to which
notices and communications hereunder shall be sent.
All
notices required to be delivered to the Master Servicer under
this Agreement shall be delivered to the Master Servicer at the following
address:
CitiMortgage
Mortgage, Inc.
0000
Xxxxxx Xxxx.
Xxxxxx,
XX 00000
Attention:
Master Servicing Division,
Compliance
Manager - HALO 2007-1
All
notices required to be delivered to the Securities Administrator
under this Agreement shall be delivered to the Securities Administrator at
the
following address:
Citbank,
N.A.
000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Structured Finance Agency and Trust, HALO 2007-1
All
remittances required to be made to the Securities Administrator
under this Agreement shall be made on a scheduled/scheduled basis to the
following wire account:
|
Bank
Name:
|
CitiBank
(West)
|
|
Bank
City/State:
|
Glendale,
CA
|
|
ABA
Number:
|
000000000
|
|
Account
Name:
|
CMI
MSD Clearing
|
|
Account
Number:
|
#704913896
|
|
Re:
|
HALO
2007-1
|
3
All
notices required to be delivered to the Trustee hereunder shall
be delivered to the Trustee at the following address:
Deutsche
Bank National Trust Company
0000
Xxxx Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
Attention: Trust
Administration
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
written information required to be delivered to the Seller
hereunder shall be delivered to HSBC at the following address:
HSBC
Bank USA, National Association
Re:
HALO 2007-1
000
Xxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Head of MBS Principal Finance
All
notices required to be delivered to the Servicer hereunder shall
be delivered to its office at the address for notices as set forth in the
Servicing Agreement.
8. [Reserved]
9. Acknowledgement.
The Servicer hereby acknowledges that
the rights and obligations of HSBC under the Servicing Agreement will be
assigned to HASCO on the Closing Date under the Mortgage Loan Purchase
Agreement; and that such rights and obligations will simultaneously be
re-assigned by HASCO to the Trust Fund under the Pooling and Servicing
Agreement. The Servicer agrees that the Mortgage Loan Purchase Agreement and
the
Pooling and Servicing Agreement will each be a valid assignment and assumption
agreement or other assignment document required pursuant to Sections 2.02 and
12.10 of the Servicing Agreement and will constitute a valid assignment and
assumption of the rights and obligations of HSBC under the Servicing Agreement
to HASCO, and by HASCO to the Trust Fund, as applicable. In addition, the Trust
Fund will make a REMIC election. The Servicer hereby consents to each such
assignment and assumption and acknowledges the Trust Fund’s REMIC
election.
10. Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
11. Counterparts.
This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be
an
original, but all of which counterparts shall together constitute but one and
the same instrument.
4
12. Reconstitution.
The Seller and the Servicer agree
that this Agreement is a reconstitution agreement executed in connection with
a
“Securitization Transaction,” and that the date hereof is the “Reconstitution
Date,” each as defined in the Servicing Agreement.
5
Executed
as of the day and year first above written.
HSBC
BANK USA, NATIONAL ASSOCIATION,
as
Seller
By:
/s/ Xxxxxxxx Xxxxxx
Name:
Xxxxxxxx Xxxxxx
Title:
Officer #15255
HSI
ASSET SECURITIZATION CORPORATION,
as
Depositor
By:
/s/ Xxxxxx Xxxxx
Name:
Xxxxxx Xxxxx
Title:
Vice President
XXXXX
FARGO BANK, N.A.,
as
Servicer
By:
/s/ Xxxx X. Xxxxxxxx
Name:
Xxxx X. Xxxxxxxx
Title:
Vice President
CITIMORTGAGE,
INC.,
as
Master Servicer
By:
/s/
Xxxxx
X. Xxxxxx
Name: Xxxxx
X. Xxxxxx
Title: Sr.
Vice President
Acknowledged:
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
Trustee and not individually
By:
/s/
Xxxxxxx
Xxxxxxxxx
Name: Xxxxxxx
Xxxxxxxxx
Title: Authorized
Signer
EXHIBIT
A
Modifications
to the Servicing Agreement
|
1.
|
Unless
otherwise specified herein, any provisions of the Servicing Agreement,
including definitions, relating to (i) representations and warranties
relating to the Mortgage Loans and not relating to the servicing
of the
Mortgage Loans, (ii) Mortgage Loan repurchase obligations, (iii)
Whole
Loan Transfers, Securitization Transactions and Reconstitution, and
(iv)
Assignments of Mortgage, shall be disregarded for purposes relating
to
this Agreement. The exhibits to the Servicing Agreement and all references
to such exhibits shall also be
disregarded.
|
|
2.
|
The
definition of “Accepted Servicing Practices” in Article I is hereby
amended in its entirety to read as
follows:
|
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, those mortgage servicing practices (i) of prudent
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 and
(ii)
in accordance with applicable state, local and federal laws, rules and
regulations.
|
3.
|
The
definition of “Custodial Agreement” shall be inapplicable to this
Agreement.
|
|
4.
|
The
definition of “Custodian” in Article I is hereby amended to read as
follows:
|
Custodian:
means
Xxxxx Fargo Bank, N.A., and its successors and assigns.
|
5.
|
A
new definition of “Document Transfer Event” is hereby added to Article I
immediately following the definition of “Determination Date” to read as
follows:
|
Document
Transfer Event:
The day
on which (i) Xxxxx Fargo Bank, N.A. or any successor thereto is no longer the
servicer of any of the Mortgage Loans, (ii) the senior, unsecured long-term
debt
rating of Xxxxx Fargo & Company is less than “BBB-” by Fitch or (iii) any
Rating Agency requires the Servicer to deliver the Retained Mortgage Files
to
the Custodian.
|
6.
|
A
new definition of “MERS Eligible Mortgage Loan” is hereby added to Article
I immediately following the definition of “MERS” to read as
follows:
|
MERS
Eligible Mortgage Loan:
Any
Mortgage
Loan that has been designated by the Servicer as recordable in the name of
MERS,
as nominee.
|
7.
|
The
definition of “Mortgage Interest Rate” in Article I is hereby amended by
adding the phrase “net of any Relief Act Reduction” to the end of such
definition.
|
|
8.
|
New
definitions of “Non-MERS Eligible Mortgage Loan” and “Non-MERS Mortgage
Loans” are hereby added to Article I immediately following the definition
of “Mortgagor” to read as follows:
|
Non-MERS
Eligible Mortgage Loan:
Any
Mortgage
Loan other than a MERS Eligible Mortgage Loan.
A-1
Non-MERS
Mortgage Loan:
Any
Mortgage Loan other than a MERS Mortgage Loan.
|
9.
|
A
new definition of “Prepayment Charge” is added to Article I to immediately
precede the definition of “Prepayment Interest Shortfall” and to read as
follows:
|
Prepayment
Charge:
means
with respect to any Mortgage Loan and Distribution Date, the charges or
premiums, if any, exclusive of any servicing charges collected by the Servicer
in connection with a Mortgage Loan payoff, due in connection with a full
prepayment of such Mortgage Loan during the Principal Prepayment Period in
accordance with the terms thereof (other than any Servicer Prepayment Charge
Payment Amount).
|
10.
|
The
definition of “Prepayment Interest Shortfall” in Article I is hereby
amended to read as follows:
|
Prepayment
Interest Shortfall:
means,
with respect to any Mortgage Loan that was subject to a Principal Prepayment
in
full or in part during any Principal Prepayment Period, which Principal
Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan’s Due
Date in such Principal Prepayment Period, the amount of interest (net of the
related Servicing Fee for Principal Prepayments in full only) that would have
accrued on the amount of such Principal Prepayment during the period commencing
on the date as of which such Principal Prepayment was applied to such Mortgage
Loan and ending on the day immediately preceding such Due Date,
inclusive.
|
11.
|
The
definition of “Prepayment Penalty” is hereby deleted in its entirety. In
addition, all references to “Prepayment Penalty” in the Servicing
Agreement is hereby replaced with “Prepayment
Charge”.
|
|
12.
|
A
new definition of “Realized Loss” is added to Article I immediately
following the definition of “Rating Agency” to read as
follows:
|
Realized
Loss:
With
respect to each Liquidated Mortgage Loan (as defined in the Pooling and
Servicing Agreement), an amount equal to (i) the unpaid principal balance of
such Mortgage Loan as of the date of liquidation, minus (ii) Liquidation
Proceeds received, to the extent allocable to principal, net of amounts that
are
reimbursable therefrom to the Master Servicer or the Servicer with respect
to
such Mortgage Loan (other than Monthly Advances of principal) including expenses
of liquidation.
|
13.
|
A
new definition of “Relief Act Reduction” is hereby added to Article I
immediately following the definition of “Regulation AB” to read as
follows:
|
Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of the interest collectible thereon as a result of the application of
the
Servicemembers Civil Relief Act, 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.
|
14.
|
A
new definition of “Servicer Prepayment Charge Payment Amount” is added to
Article I immediately after the new definition of “Servicer Information”
to read as follows:
|
A-2
Servicer
Prepayment Charge Payment Amount:
Any
amount paid by the Servicer as a result of an impermissible waiver of a
Prepayment Charge pursuant to Section 4.01 of this Agreement.
|
15.
|
Section
2.01 (Possession of Mortgage Files; Maintenance of Servicing Files)
is
hereby amended as follows:
|
(i) by
replacing the word “Owner” with the words “Trustee and the Trust Fund” in each
instance; and
(ii) by
adding
the following after the word “Owner” in the fourteenth line of the first
paragraph:
or
within
60 days of the occurrence of a Document Transfer Event
|
16.
|
Section
2.02 (Books and Records; Transfers of Mortgage Loans) is hereby amended
as
follows:
|
|
(i)
|
by
replacing the reference to “Owner” in the first paragraph of such section
with “Trustee and the Trust Fund;” and
|
|
(ii)
|
by adding the following paragraph as the last paragraph of such section: |
Only
if
so requested by the Seller or the Master Servicer, the Servicer, at the
Depositor’s expense, shall cause to be properly prepared and recorded as
Assignment of Mortgage in favor of the Trustee with respect to each Non-MERS
Mortgage Loan in each public recording office where such Non-MERS Mortgage
Loans
are recorded, as soon as practicable after the Closing Date (but in no event
more than 90 days thereafter to the extent delays are caused by the applicable
recording office).
|
17.
|
The
parties acknowledge that the fourth paragraph of Section 2.02 shall
be
inapplicable to this Agreement.
|
|
18.
|
The
parties acknowledge that Section 2.03 (Custodial Agreement; Delivery
of
Documents) shall be superseded by the provisions of the Pooling and
Servicing Agreement.
|
|
19.
|
The
first paragraph of Section 3.01 (Servicer Representations and Warranties)
is hereby amended by replacing the words “to the Owner” with “to the Trust
Fund, the Master Servicer, the Depositor, the Trustee and the Securities
Administrator.”
|
|
20.
|
Section
3.01(k) (No Brokers’ Fees) shall be inapplicable to this
Agreement.
|
|
21.
|
A
new paragraph is hereby added at the end of Section 3.01 (Servicer
Representations and Warranties) to read as
follows:
|
It
is
understood and agreed that the representations and warranties set forth in
Section 3.01 (a) through (j) and (l) through (o) shall survive the engagement
of
the Servicer to perform the servicing responsibilities hereunder and the
delivery of the Servicing Files to the Servicer and shall inure to the benefit
of the Depositor, the Trustee, the Trust Fund and the Master Servicer. Upon
discovery by either the Servicer, the Depositor, the Master Servicer 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 interest
of
the Depositor, Trustee or the Trust Fund, the party discovering such breach
shall give prompt written notice to the other.
A-3
Within
sixty (60) days of the earlier of either discovery by or notice to the Servicer
of any breach of a representation or warranty set forth in Section 3.01 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 Loans, the Mortgaged Property or the priority
of the security interest on such Mortgaged Property, the Servicer shall use
its
best efforts promptly to cure such breach in all material respects and, if
such
breach cannot be cured, the Servicer shall, at the Trustee’s or Master
Servicer’s option, assign the Servicer’s rights and obligations under this
Agreement (or respecting the affected Loans) to a successor Servicer selected
by
the Master Servicer with prior written notice to the Trustee (if and to the
extent required under the Pooling and Servicing Agreement). Such assignment
shall be made in accordance with Section 12.01.
In
addition, the Servicer shall indemnify (from its own funds) the Depositor,
the
Trustee, the Trust Fund and the Master Servicer and hold each of them harmless
against any costs 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 this Agreement. It is understood
and
agreed that the remedies set forth in this Section 3.01 constitute the sole
remedies of the Depositor, the Master Servicer, the Trust Fund and the Trustee
respecting a breach of the foregoing representations and
warranties.
Any
cause
of action against the Servicer relating to or arising out of the breach of
any
representations and warranties made in Section 3.01 shall accrue upon (i)
discovery of such breach by the Servicer or notice thereof by the Trustee or
Master Servicer 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 Depositor, the Trustee or the Master Servicer for compliance with this
Agreement.
|
22.
|
Section
4.01 (Servicer to Act as Servicer) is hereby amended
by:
|
(i) replacing
the second paragraph of such section with the following:
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 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 Owner, provided, however, that unless the
Mortgagor is in default with respect to the Mortgage Loan or such default is,
in
the judgment of the Servicer, imminent, the Servicer shall not permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, 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
Owner, 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. If
reasonably required by the Servicer, the Owner shall furnish the Servicer with
any powers of attorney and other documents necessary or appropriate to enable
the Servicer to carry out its servicing and administrative duties under this
Agreement. 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 Pooling and Servicing 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.
A-4
|
(ii)
|
by
replacing the reference to “the tenth (10th)
Business Day of each month” with “tenth calendar day of each month (or if
such calendar day is not a Business Day, the immediately preceding
Business Day)” in the second to last sentence of the sixth
paragraph.
|
|
23.
|
Section
4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended by replacing the words “in trust for the Owner and/or subsequent
owners of Mortgage Loans, and various Mortgagors - P&I” in the fourth
and fifth lines of the first sentence of the first paragraph with
the
following:
|
“in
trust
for the HSI Asset Loan Obligation Trust 2007-1 and various
Mortgagors”.
Section
4.05 (Permitted Withdrawals From Custodial Account) is hereby amended as
follows:
(i) by
replacing the last two lines of clause (iii) with the following:
shall
be
prior to the rights of the Trust Fund; provided however, that in the event
that
the Servicer determines in good faith that any unreimbursed Monthly Advances
will not be recoverable from amounts representing late recoveries of payments
of
principal or interest respecting the particular Mortgage Loan as to which such
Monthly Advance was made or from Liquidation Proceeds or Insurance Proceeds
with
respect to such Mortgage Loan, the Servicer may reimburse itself for such
amounts from the Custodial Account, it being understood, in the case of any
such
reimbursement, that the Servicer’s right thereto shall be prior to the rights of
the Trust Fund;
|
(ii)
|
by
amending clause (v) thereof by adding the words “Section 4.01 and” before
the reference to Section 8.01.
|
|
24.
|
Section
4.06 (Establishment of and Deposits to Escrow Account) is hereby
amended
by deleting the words “Owner and/or subsequent Owners of Residential
Mortgage Loans, and various Mortgagors - T&I” in the fourth and fifth
lines of the first sentence of the first paragraph, and replacing
it with
the following:
|
HSI
Asset
Loan Obligation Trust 2007-1 and various Mortgagors.
A-5
|
25.
|
Section
4.07 (Permitted Withdrawals from Escrow Account) is hereby amended
by
removing the word “and” at the end of clause (viii), replacing the period
at the end of clause (ix) with “; and” and adding a new clause (x) to read
as follows:
|
(x) to
transfer funds to another Eligible Institution in accordance with Section 4.09
hereof.
|
26.
|
Section
4.09 (Protection of Accounts) is hereby amended as
follows:
|
|
(i)
|
by
replacing the words “the Owner” with “the Master Servicer” in each
instance; and
|
|
(ii)
|
by
adding the following sentence as the last sentence of such
section:
|
The
Servicer shall give notice to the Master Servicer of any transfer of the
Custodial Account or the Escrow Account to a different Qualified Depository
no
later than thirty (30) days after any such transfer is made and deliver to
the
Master Servicer, upon request, a certification notice in the form of Exhibit
E
or Exhibit F, as applicable, with respect to such Qualified
Depository.
|
27.
|
Section
4.10 (Maintenance of Hazard Insurance), is hereby amended by deleting
the
following from the end of the fourth paragraph, “and if the Mortgagor does
not obtain such coverage, the Servicer shall immediately force place
the
required coverage on the Mortgagor's
behalf.”
|
|
28.
|
Section
4.13 (Inspections), is hereby amended by deleting it in its entirety
and
replacing it with the following:
|
The Servicer or
its agent shall inspect the Mortgaged Property as often as deemed necessary
by
the Servicer in accordance with Accepted Servicing Practices or as may be
required by the primary mortgage guaranty insurer, to assure itself that the
value of the Mortgaged Property is being preserved. The Servicer
shall keep a record of each such inspection and, upon request, shall provide
the Owner with an electronic report of each such inspection.
|
29.
|
Section
4.15 (Maintenance of PMI Policy or LPMI Policy), is hereby amended
by
adding to (ii), after Homeowners Protection Act of 1998, 12 USC §4901,
et
seq.,“or
other applicable law”.
|
|
30.
|
Section
4.16 (Title, Management and Disposition of REO Property) is hereby
amended
by (i) replacing the reference to “one year” in the fifteenth line of the
second paragraph thereof with “three years”, (ii) adding two new
paragraphs after the second paragraph thereof to read as
follows:
|
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 provided a copy of
the
same to the Master Servicer and the Trustee) 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, 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 3 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 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.
A-6
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 with respect to the imposition of any such
taxes.
(iii) deleting
the first sentence of the third paragraph thereto, and (iv) by adding the
following to the end of such Section:
Prior
to
acceptance by the Servicer of an offer to sell any REO Property for a sale
price
that is less than 90% of the unpaid principal balance of the related Mortgage
Loan, the Servicer shall notify the Master Servicer of such offer in writing
which notification shall set forth all material terms of said offer (each a
“Notice of Sale”). The Master Servicer shall be deemed to have approved
the sale of any REO Property unless the Master Servicer notifies the Servicer
in
writing, within two (2) 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.
|
31.
|
Section
5.02 (Statements to Owner) is hereby amended to read as
follows:
|
Section
5.02 Statements
to Master Servicer.
Not
later
than the tenth calendar day of each month (or if such calendar day is not a
Business Day, the immediately preceding Business Day), the Servicer shall
furnish to the Master Servicer (i) a monthly remittance advice in a mutually
agreed-upon format, a monthly defaulted loan report in a mutually agreed upon
format relating to the period ending on the last day of the preceding calendar
month and a monthly loan loss report in a mutually agreed upon format 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.
No later than two Business Days after the thirteenth day of each calendar month,
the Servicer shall furnish to the Master Servicer a monthly report containing
such information regarding prepayments of Mortgage Loans during the applicable
Principal Prepayment Period and in a format as mutually agreed to between the
Servicer and the Master Servicer.
A-7
The
Servicer shall provide the Master Servicer with such information available
to it
concerning the Mortgage Loans as is necessary for the Securities Administrator
to prepare the Trust Fund’s federal income tax return as the Securities
Administrator may reasonably request from time to time.
|
32.
|
Section
6.04 (Annual Statement as to Compliance) is hereby amended as
follows:
|
|
(i)
|
by
replacing the words “the Owner or any Master Servicer or Depositor” with
“the Master Servicer” in each
instance.
|
|
33.
|
Section
6.05 (Annual Independent Public Accountants’ Servicing Report) is hereby
deleted in its entirety.
|
|
34.
|
Section
6.06 (Report on Assessment of Compliance and Attestation) is hereby
amended as follows:
|
|
(i)
|
by
replacing the last three lines of subsection (i) with the
following:
|
“Applicable
Servicing Criteria” specified on Exhibit H.
|
(ii)
|
by
replacing any reference to ”the Owner, any Master Servicer or any
Depositor” with “the Master Servicer”;
|
|
(iii)
|
by
replacing any reference to “the Owner, such Master Servicer and such
Depositor” with “the Master
Servicer.”
|
|
35.
|
Section
8.01 (Indemnification; Third Party Claims) is hereby amended in its
entirety to read as follows:
|
The
Servicer shall indemnify the Owner, the Depositor, the Trust Fund, the Trustee,
the Securities Administrator and the Master Servicer and 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 that any of such parties may sustain
the
failure of the Servicer to perform its duties and service the Mortgage Loans
in
strict compliance with the terms of this Agreement (including, but not limited
to its obligations to provide any information, report, certification,
accountants’ letter or other material pursuant to Sections 6.04 and 6.06
hereunder) or for any inaccurate or misleading information provided pursuant
to
Sections 6.04 and 6.06 hereunder. The Servicer immediately shall notify the
Owner, the Master Servicer, the Securities Administrator and the Trustee or
any
other relevant party if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior written consent of
the
indemnified party, which consent shall not be unreasonably withheld or delayed)
the defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment
or
decree which may be entered against it or any of such parties in respect of
such
claim. The Servicer shall follow any written instructions received from the
Master Servicer, the Securities Administrator or the Trustee in connection
with
such claim. The Servicer shall provide the Trustee (with a copy to the Master
Servicer and the Securities Administrator) with a written report of all expenses
and advances incurred by the Servicer pursuant to this Section 8.01, and the
Trustee (at the written direction of the Master Servicer or the Securities
Administrator) from the assets of the Trust Fund promptly shall reimburse the
Servicer for all amounts advanced by it pursuant to the preceding sentence
except when the claim is in any way relates to the failure of the Servicer
to
service and administer the Mortgage Loans in strict compliance with the terms
of
this Agreement or the gross negligence, bad faith or willful misconduct of
this
Servicer.
A-8
|
36.
|
Section
9.01 (Removal of Mortgage Loans from Inclusion Under this Agreement
Upon a
Securitization Transaction) is hereby amended as
follows:
|
|
(a)
|
Subsection
(f)(J) is hereby amended in its entirety to read as
follows:
|
a
description of any affiliation or relationship (of a type described in Item
1119
of Regulation AB) between the Servicer, each Subservicer and any of the parties
listed on Exhibit J hereto.
|
(b)
|
Subsection
(i)(i)(7) is hereby amended in its entirety to read as
follows:
|
there
are no affiliations, relationships or transactions relating to the Servicer,
any
Subservicer with respect to any Securitization Transaction and any party listed
on Exhibit J hereto.
|
(c)
|
Subsection
(m) is hereby amended by (1) changing the reference to “the Owner, each
affiliate of the Owner” to “the Trust Fund, the Master Servicer, the
Depositor and the Trustee,” (2) deleting the reference to “or the
Depositor,” and (3) deleting the reference to “and of the Depositor”;
and
|
|
(d)
|
by
changing any reference to “Owner” to “Master Servicer” in each instance in
subsection (e) and the last four paragraphs of Section 9.01.
|
|
37.
|
Section
10.01 (Events of Default) is hereby amended
by:
|
|
(a)
|
changing
any reference to “Owner” to “Master Servicer”;
|
|
(b)
|
adding
the words “except with respect to clause (xi) of this Section 10.01,” at
the beginning of Subpart (ii) of the first paragraph;
and
|
|
(c)
|
adding
the words “within the applicable cure period” after the word “remedied” in
the first line of the second
paragraph.
|
|
(d)
|
removing
subsections (viii) & (ix) and replacing with the
following:
|
|
(viii)
|
Servicer’s
residential servicer rating for servicing mortgage loans is qualified,
withdrawn or reduced below an “average” rating anytime after the date of
this Agreement.
|
|
(ix)
|
the
Delinquency Ratio exceeds a certain threshold as mutually agreed
upon and
reasonably determined by Owner and Servicer, as to each Securitization
Transaction, which such determination shall be in accordance with
the
standards of prudent lenders in the secondary mortgage
market.
|
A-9
|
38.
|
Section
10.02 (Waiver of Defaults) is hereby amended by changing the reference
to
“Owner” to “Master Servicer”.
|
|
39.
|
Section
11.01 (Termination) is hereby amended by restating subclause (ii)
thereof
to read as below and adding the following sentence at the end of
the first
paragraph of Section 11.01:
|
|
(ii)
|
mutual
consent of the Servicer and the Master Servicer in writing, provided
such
termination is also acceptable to the Rating
Agencies.
|
At
the
time of any termination of the Servicer pursuant to Section 11.01, the Servicer
shall be entitled to all accrued and unpaid Servicing Fees and unreimbursed
Servicing Advances and Monthly Advances; provided, however, in the event of
a
termination for cause under Sections 10.01 hereof, such unreimbursed amounts
shall not be reimbursed to the Servicer until such amounts are received by
the
Trust Fund from the related Mortgage Loans.
|
40.
|
Section
11.02 (Termination Without Cause) is hereby amended by adding the
following to the end of the second
paragraph:
|
In
addition, the Servicer shall be entitled to receive from the Owner, with
respect to each Mortgage Loan subject to termination, pursuant to this Section
11.02, an amount equal to the sum of: (i) unreimbursed Monthly Advances and
Servicing Advances; (ii) costs to transfer the Mortgage Loans to the successor
servicer; and (iii) Servicing Fees and REO Disposition Fees earned but not
yet
collected.
|
41.
|
Section
12.01 (Successor to Servicer) is hereby amended in its entirety to
read as
follows:
|
Simultaneously
with the termination of the Servicer’s responsibilities and duties under this
Agreement pursuant to Sections 8.04, 10.01, 11.01(ii) or 11.02, the Master
Servicer shall, in accordance with the provisions of the Pooling and Servicing
Agreement (i) succeed to and assume all of the Servicer’s responsibilities,
rights, duties and obligations under this Agreement, or (ii) appoint a successor
meeting the eligibility requirements of this Agreement, and which shall succeed
to all rights and assume all of the responsibilities, duties and liabilities
of
the Servicer under this Agreement with the termination of the Servicer’s
responsibilities, duties and liabilities under this Agreement. Any successor
to
the Servicer that is not at that time a Servicer of other mortgage loans for
the
Trust Fund shall be subject to the approval of the Master Servicer, the Owner
and each Rating Agency (as such term is defined in the Pooling and Servicing
Agreement). Unless the successor servicer is at that time a servicer of other
mortgage loans for the Trust Fund, each Rating Agency must deliver to the
Trustee a letter 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. In connection with such appointment and assumption, the Master
Servicer or the Owner, as applicable, may make such arrangements for the
compensation of such successor out of payments on the 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 12.01 and shall in no event relieve the Servicer of the representations
and warranties made pursuant to Sections 3.01 and 3.02 and the remedies
available to the Trustee on behalf of the Trust Fund under Section 3.03 shall
be
applicable to the Servicer notwithstanding any such resignation or termination
of the Servicer, or the termination of this Agreement.
A-10
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. The Servicer shall cooperate with the Trustee and
the Master Servicer, 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
Account or any 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 and the Master Servicer an instrument (i) accepting
such appointment, wherein the successor shall make 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 8.04, 10.01, 11.01 or 11.02 shall not affect any claims that the Master
Servicer 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.
The
Servicer shall deliver, within three (3) Business Days of the appointment of
a
successor Servicer, the funds in the Custodial Account and Escrow Account and
all collateral files, credit files and related documents and statements held
by
it hereunder to the successor Servicer 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, the Servicer shall notify the
Trustee and Master Servicer of such appointment in accordance with the notice
procedures set forth herein.
Except
as
otherwise provided in this Agreement, all reasonable costs and expenses incurred
in connection with any transfer of servicing hereunder (whether as a result
of
termination pursuant to Section 10.01 or removal of the Servicer or resignation
of the Servicer or otherwise), including, without limitation, the costs and
expenses of the Master Servicer or any other Person in appointing a successor
servicer, or of the Master Servicer in assuming the responsibilities of the
Servicer hereunder, or of transferring the Servicing Files and the other
necessary data to the successor servicer shall be paid by the terminated,
removed or resigning Servicer from its own funds without reimbursement.
Notwithstanding anything to the contrary in this paragraph, such expenses will
only be paid by the Servicer if such Servicer is resigning or has been
terminated for cause.
A-11
|
42.
|
Section
12.02 (Amendment) is hereby amended by adding the words “, with the
written consent of the Master Servicer and the Trustee” after the word
“Owner”.
|
|
43.
|
Section
12.04 (Duration of Agreement) is hereby amended by deleting the last
sentence thereof.
|
|
44.
|
Section
12.10 (Assignment by Owner) is hereby replaced with
“[Reserved]”.
|
|
45.
|
Section
12.18 (Third Party Beneficiaries) is hereby amended in its entirety
to
read as follows:
|
Section
12.18 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 Trust Fund, the Securities Administrator,
Master Servicer, the Depositor and the Trustee 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 Trust Fund, the Master Servicer, the Depositor and the
Trustee as if they were parties to this Agreement, and the Trust Fund, the
Master Servicer, the Securities Administrator, the Depositor and the Trustee
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 Trust Fund,
the
Master Servicer, the Securities Administrator, the Depositor and the Trustee
hereunder (other than the right to indemnification) shall terminate upon
termination of the Pooling and Servicing Agreement and of the Trust Fund
pursuant to the Pooling and Servicing Agreement.
|
46.
|
[Reserved]
|
|
47.
|
Exhibit
H to the Servicing Agreement is hereby replaced in its entirety by
Exhibit
D attached hereto.
|
|
48.
|
A
new Exhibit J (Transaction Parties) is hereby added to the Servicing
Agreement and is attached hereto as Exhibit E.
|
A-12
EXHIBIT
B
Pooling
and Servicing Agreement
B-1
EXHIBIT
C
Servicing
Agreement
On
file
with HSBC.
C-1
EXHIBIT
D
SERVICING
CRITERIA TO BE ADDRESSED
IN
REPORT
ON ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by Xxxxx Fargo Bank, N.A. 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”:
|
Regulation
AB Reference
|
Servicing
Criteria
|
Applicable
Servicing 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
|
D-1
|
Regulation
AB Reference
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
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
|
|
|
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
|
|
D-2
|
Regulation
AB Reference
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
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
|
|
|
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
|
|
|
Pool
Asset Administration cont.
|
|||
|
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.
|
||
D-3
EXHIBIT
E
TRANSACTION
PARTIES
Trustee:
Deutsche Bank National Trust Company
Securities
Administrator: Citibank, N.A.
Master
Servicer: CitiMortgage, Inc.
Interest
Rate Cap Counterparty: Bear Xxxxxxx Financial Products, Inc.
Servicer(s):
Countrywide Home Loans Servicing LP, Xxxxx Fargo Bank, N.A., HSBC Mortgage
Corporation and Wachovia Mortgage Corporation
Originator(s):
Countrywide Home Loans, Inc., HSBC Mortgage Corporation, Wachovia Mortgage
Corporations and American Home Mortgage Corporation
Custodian(s):
Xxxxx Fargo Bank, N.A.
Seller:
HSBC Bank USA, National Association
E-1
