Exhibit 99.4
Execution Copy
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered
into as of the 1st day of June, 2006, by and between XXXXXX BROTHERS HOLDINGS
INC., a Delaware corporation (the "Seller" or "Xxxxxx Brothers Holdings"),
COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership (the
"Servicer"), a wholly owned subsidiary of COUNTRYWIDE HOME LOANS, INC., a New
York corporation ("Countrywide"), and acknowledged by AURORA LOAN SERVICES LLC,
a Delaware limited liability company ("Aurora"), and U.S. BANK NATIONAL
ASSOCIATION, solely in its capacity as trustee (in such capacity, the "Trustee")
under the Trust Agreement (as defined below), recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain
adjustable rate, conventional, first lien, negative amortization residential
mortgage loans from Countrywide Home Loans, Inc. pursuant to the Flow Seller's
Warranties and Servicing Agreement between the Seller and Countrywide Home
Loans, Inc., dated as of June 1, 2004 and amended as of January 31, 2006 (the
"2004 SWSA Amendment Reg AB" and collectively hereinafter, the "2004 SWSA")
attached hereto as Exhibit B-1 and such Mortgage Loans are being serviced on
behalf of Countrywide Home Loans, Inc. by the Servicer.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated
June 1, 2006 (the "Assignment and Assumption Agreement") annexed as Exhibit C
hereto, the Seller acquired from the Bank all of the Bank's right, title,
interest and obligations in and to the mortgage loans currently serviced under
the 2004 SWSA and assumed for the benefit of each of the Servicer and the Bank
the rights and obligations of the Bank as owner of such mortgage loans pursuant
to the 0000 XXXX.
WHEREAS, Xxxxxx Capital, a division of Xxxxxx Brothers Holdings Inc.,
acquired certain adjustable rate, conventional, first lien, negative
amortization residential mortgage loans from Countrywide Home Loans, Inc.
pursuant to the Flow Seller's Warranties and Servicing Agreement between the
Seller and Countrywide Home Loans, Inc., dated as of June 1, 2006 and amended as
of June 16, 2006 (the "2006 SWSA Amendment Reg AB" and collectively hereinafter,
the "2006 SWSA") attached hereto as Exhibit B-2 and such Mortgage Loans are
being serviced on behalf of Countrywide Home Loans, Inc. by the Servicer.
WHEREAS, the Seller has conveyed the mortgage loans identified on
Exhibit D hereto (the "Serviced Mortgage Loans") to Structured Asset Securities
Corporation, a Delaware special purpose corporation ("SASCO"), which in turn has
conveyed the Serviced Mortgage Loans to the Trustee, pursuant to a trust
agreement, dated as of June 1, 2006 (the "Trust Agreement"), among the Trustee,
Aurora, as master servicer ("Aurora," and, together with any successor master
servicer appointed pursuant to the provisions of the Trust Agreement, the
"Master Servicer") and SASCO.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by
the Servicer pursuant to either the 2004 SWSA or the 2006 SWSA (each, an
"SWSA").
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Mortgage Loans, and the Servicer has agreed to do so, 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.
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WHEREAS, the Seller and the Servicer agree that the provisions of the
applicable SWSA shall apply to the Serviced Mortgage Loans, but only to the
extent provided herein and that this Agreement shall govern the Serviced
Mortgage Loans for so long as such Serviced Mortgage Loans remain subject to the
provisions of the Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall
be obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trust Fund (or the Trustee on behalf of the
Trust Fund), and shall have the right, under certain circumstances, to terminate
the rights and obligations of the Servicer under this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement as described in Section 33 of Exhibit A hereunder.
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 either SWSA incorporated by
reference herein (regardless of whether such terms are defined in either SWSA),
shall have the meanings ascribed to such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank National
Association will act as custodian of the Servicing Files for the Trustee on
behalf of the Trust Fund pursuant to a Custodial Agreement, dated June 1, 2006,
between U.S. Bank National Association and the Trustee.
3. Servicing. The Servicer agrees, with respect to the Serviced Mortgage
Loans, to perform and observe the duties, responsibilities and obligations that
are to be performed and observed under the provisions of the applicable SWSA,
except as otherwise provided herein and on Exhibit A hereto, and the parties
hereto agree that the provisions of each SWSA, as so modified, are and shall be
a part of this Agreement to the same extent as if set forth herein in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation of
Section 4.05 and Section 5.01 of each SWSA the remittance on July 18, 2006 to
the Trust Fund is to include principal due after June 1, 2006 (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 applicable SWSA.
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 Serviced Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS
2006-10N Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as the Seller under the applicable SWSA to enforce
the obligations of the Servicer under the applicable SWSA and the term
"Purchaser" as used in each SWSA in connection with any rights of the Purchaser
shall refer to the Trust Fund or, as the context requires, the Master Servicer
acting in its capacity as agent for the Trust Fund, except as otherwise
specified in Exhibit A hereto. The Master Servicer shall be
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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, which failure results in an Event of Default as provided
in Section 10.01 of either SWSA. Notwithstanding the foregoing, it is understood
that the Servicer shall not be obligated to defend and indemnify and hold
harmless the Master Servicer, the Trust Fund, or the Trustee against any losses,
damages, penalties, fines, forfeitures, judgments and any related costs
including, without limitation, reasonable and necessary legal fees, resulting
from (i) actions or inactions of the Servicer which were taken or omitted upon
the instruction or direction of the Master Servicer, the Trust Fund, or the
Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the
Trustee to perform their obligations under this Agreement. Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer assume
any of the obligations of the Seller under either SWSA and in connection with
the performance of the Master Servicer's duties hereunder the parties and other
signatories (except Countrywide and the Servicer) 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 Trust Agreement.
6. No Representations. Neither Countrywide nor the Servicer nor the Master
Servicer shall be obligated or required to make any representations and
warranties regarding the characteristics of the Serviced Mortgage Loans (other
than those representations and warranties made by Countrywide in Section 3.02 of
each SWSA as of the date of the sale from Countrywide to the Bank) in connection
with the transactions contemplated by the Trust 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 on behalf of the Trust Fund 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:
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Attn: Xxxxxx X. Xxxxxx - Master Servicing
LXS 0000-00X
Tel: 000-000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank, N.A.
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services LLC,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
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For further credit to: LXS 2006-10N
All notices required to be delivered to the Trustee on behalf of the
Trust Fund hereunder shall be delivered to the Trustee at the following address:
U.S. Bank National Association
0 Xxxxxxx Xxxxxx
Xxxxxx, X.X. 00000
Reference: LXS 2006-10N
Attention: Corporate Trust Services
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller, at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Dechert, LLP
Xxxx Centre
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
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
applicable SWSA.
8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, NOTWITHSTANDING NEW YORK OR
OTHER CHOICE OF LAW RULES TO THE CONTRARY.
9. 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.
10. NIMS Insurer. In addition to the terms and conditions set forth in this
Agreement, any and all rights of the Master Servicer and Trustee to receive
notices from the Servicer pursuant to this Agreement shall hereby be equally
granted to the NIMS Insurer. The Master Servicer or the Trustee shall notify the
Servicer in writing of the name and address of the NIMS insurer and the name and
telephone number of the appropriate contact employee of the NIMS Insurer. For
any and all obligations of the Servicer to obtain consent from the Master
Servicer and the Trustee pursuant to this Agreement, the Servicer must also
obtain such consent from the NIMS Insurer. Notwithstanding any other provision
in this Agreement, the Trust Fund shall hold harmless and indemnify the Servicer
for any failure of the NIMS Insurer to comply with the provisions of this
Agreement. Notwithstanding any provision herein to the contrary, the
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parties to this Agreement agree that it is appropriate, in furtherance of the
intent of such parties as set forth herein, that the NIMS Insurer receive the
benefit of the provisions of this Agreement as an intended third party
beneficiary of this Agreement to the extent of such provisions. The Servicer
shall have the same obligations to the NIMS Insurer as if it was a party to this
Agreement, and the NIMS Insurer shall have the same rights and remedies to
enforce the provisions of this Agreement as if it was a party to this Agreement.
The parties hereto agree to cooperate in good faith to amend this Agreement in
accordance with the terms hereof to include such other provisions as may be
reasonably requested by the NIMS Insurer. Notwithstanding the foregoing, all
rights of the NIMS Insurer set forth in this Agreement 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.
"NIM Security" shall mean any net interest margin security issued by
an owner trust or special purpose entity that is holding all rights, title and
interest in and to the Class 1-X or Class 2-X Certificates issued by the Trust
Fund.
"NIMS Insurer" shall mean collectively, any insurance companies
issuing a financial guaranty insurance policy covering certain payments to be
made on NIM Securities pursuant to a NIMS Transaction.
"NIMS Transaction" shall mean any transaction in which NIM Securities
are secured, in part, by the payments on the Class 1-X or Class 2-X Certificates
issued by the Trust Fund.
11. Distressed Mortgage Loans. The NIMS Insurer may, at its option,
purchase a Distressed Mortgage Loan; provided, however, prior to any such
purchase, the Servicer shall be required to continue to make Monthly Advances
with respect to such Distressed Mortgage Loans, to the extent required by the
applicable servicing provisions in the applicable SWSA. Any such purchase shall
be accomplished by: (A) remittance to the Master Servicer of the Purchase Price
(as defined in the Trust Agreement) for the Distressed Mortgage Loan for deposit
into the Collection Account established by the Master Servicer pursuant to the
Trust Agreement, and (B) the NIMS Insurer's (i) acknowledgment and agreement to
retain Servicer, as the servicer for any such purchased Distressed Mortgage
Loan, to service such Distressed Mortgage Loan pursuant to the provisions of the
applicable SWSA, and (ii) assumption, for the benefit of the Servicer, the
rights and obligations of the Trust Fund as owner of such purchased Distressed
Mortgage Loans pursuant to the applicable SWSA. The Trustee and the Servicer
shall immediately effectuate the conveyance of the purchased Distressed Mortgage
Loans to the NIMS Insurer exercising the purchase option, including prompt
delivery of the Servicing File and all related documentation to the applicable
NIMS Insurer. A Distressed Mortgage Loan is as of any Determination Date a
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.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC., as Seller
By:
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
COUNTRYWIDE HOME LOANS SERVICING LP,
as Servicer
By: Countrywide GP, Inc., its General
Partner
By:
------------------------------------
Name:
Title:
COUNTRYWIDE HOME LOANS, INC.
By:
------------------------------------
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES LLC,
as Master Servicer
By:
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
as Trustee and not individually
By:
---------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Assistant Vice President
EXHIBIT A
Modifications to the 2004 SWSA and the 2006 SWSA
1. Unless otherwise specified herein, any provisions of either SWSA, 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 and
Pass-Through Transfers and Reconstitution, and (iv) Assignments of
Mortgage, shall be disregarded for purposes relating to this Agreement.
Sections 2.01, 2.02, 2.03, 3.02, 3.03 and 3.06 of each SWSA, the exhibits
to each SWSA and all references to such exhibits shall also be disregarded
and shall be redacted from the SWSA before being attached hereto as Exhibit
B. Unless otherwise specified, the modifications described herein shall
apply equally to each SWSA.
2. The definition of "Eligible Investments" in Article I is hereby amended and
restated in its entirety to read as follows:
Eligible Investments: Any one or more of the obligations and
securities listed below which investment provides for a date of
maturity not later than the Determination 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, or 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 and 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 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, 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
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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
aggregate principal balance of the Mortgage Loans; provided, further,
that such securities will not be Eligible Investments if they are
published as being under review with negative implications from any
Rating Agency;
(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;
(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 would not adversely affect the then current rating
by each Rating Agency of any of the Certificates and has a short term
rating of at least "A-1" or its equivalent by each Rating Agency. 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 thereof 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 thereof charges and collects fees and
expenses from such funds for services rendered, (y) the Trustee, the
Master Servicer or an affiliate thereof 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.
3. A definition of "Xxxxxx Mae" is hereby added to Article I to immediately
follow the definition of "Xxxxxxx Mac," to read as follows:
Xxxxxx Mae: The Government National Mortgage Association, or any
successor thereto.
4. The definition of "Mortgage Loan" is hereby amended and restated in its
entirety to read as follows:
Mortgage Loan: An individual servicing retained Mortgage Loan which
has been purchased from the Company by Xxxxxx Brothers Bank, FSB and
is subject to this Agreement being identified on the Mortgage Loan
Schedule to this Agreement, which Mortgage Loan includes without
limitation the Mortgage Loan documents, the monthly
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reports, 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.
5. The definition of "Mortgage Loan Schedule" is hereby amended and restated
in its entirety to read as follows:
Mortgage Loan Schedule: The schedule of Mortgage Loans attached as
Exhibit D to this Agreement setting forth certain information with
respect to the Mortgage Loans purchased from the Servicer by Xxxxxx
Brothers Bank, FSB pursuant to the SWSA.
6. The definition of "Qualified Depository" is hereby amended and restated in
its entirety to read as follows:
Qualified Depository: Any of (i) a federal or state-chartered
depository institution the accounts of which are insured by the FDIC
and whose commercial paper, short-term debt obligations or other
short-term deposits are rated at least "A-1+" by Standard & Poor's if
the deposits are to be held in the account for less than 30 days, or
whose long-term unsecured debt obligations are rated at least "AA-" by
Standard & Poor's if the deposits are to be held in the account for
more than 30 days, or (ii) the corporate trust department of a federal
or state-chartered depository institution subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the Code
of Federal Regulations Section 9.10(b), which, in either case, has
corporate trust powers, acting in its fiduciary capacity, or (iii)
Xxxxxx Brothers Bank, F.S.B., a federal savings bank.
7. A new definition of "Qualified GIC" is hereby added to Article I to
immediately follow the definition of "Qualified Depository", to read as
follows:
Qualified GIC: A guaranteed investment contract or surety bond
providing for the investment of funds in the Custodial Account and
insuring a minimum, fixed or floating rate of return on investments of
such funds, which contract or surety bond shall:
(a) be an obligation of an insurance company or other corporation
whose long-term debt is rated by each Rating Agency in one of its two
highest rating categories or, if such insurance company has no
long-term debt, whose claims paying ability is rated by each Rating
Agency in one of its two highest rating categories, and whose
short-term debt is rated by each Rating Agency in its highest rating
category;
(b) provide that the Servicer may exercise all of the rights under
such contract or surety bond without the necessity of taking any
action by any other Person;
(c) provide that if at any time the then current credit standing of
the obligor under such guaranteed investment contract is such that
continued investment pursuant to such contract of funds would result
in a downgrading of any rating of the Servicer, the Servicer shall
terminate such contract without penalty and be entitled to the return
of all funds previously invested thereunder, together with accrued
interest thereon at the interest rate provided under such contract to
the date of delivery of such funds to the Trustee;
(d) provide that the Servicer's interest therein shall be transferable
to any successor Servicer or the Master Servicer hereunder; and
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(e) provide that the funds reinvested thereunder and accrued interest
thereon be returnable to the Custodial Account, as the case may be,
not later than the Business Day prior to any Determination Date.
8. The parties acknowledge that the fourth paragraph of Section 2.02 (Books
and Records; Transfers of Mortgage Loans) shall be inapplicable to this
Agreement.
9. The parties acknowledge that Section 2.03 (Delivery of Documents) shall be
superseded by the provisions of the Custodial Agreement.
10. Section 3.01(c) (No Conflicts) is hereby amended by deleting the words "the
acquisition of the Mortgage Loans by the Company, the sale of the Mortgage
Loans to the Purchaser".
11. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second sentence thereof.
12. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans".
13. Section 3.01(i) (Selection Process), Section 3.01(j) (Pool
Characteristics), Section 3.01(l) (Sale Treatment), Section 3.01(n) (No
Brokers' Fees) and Section 3.01 (o) (Origination) shall be inapplicable to
this Agreement.
14. Four new paragraphs are hereby added at the end of Section 3.01 (Company
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 (h) and (k) are
hereby restated as of the Closing Date and shall survive the
engagement of the Company to perform the servicing responsibilities
hereunder and the delivery of the Servicing Files to the Company and
shall inure to the benefit of the Trust Fund (or the Trustee on behalf
of the Trust Fund) and the Master Servicer. Upon discovery by either
the Company, 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 Company 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 Trust Fund, the party discovering such breach shall
give prompt written notice to the other.
Within 60 days of the earlier of either discovery by or notice to
the Company of any breach of a representation or warranty set forth in
Section 3.01 which materially and adversely affects the ability of the
Company 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 Company shall use its best efforts promptly to
cure such breach in all material respects and, if such breach cannot
be cured, the Company shall, at the Master Servicer's option, assign
the Company's rights and obligations under this Agreement (or
respecting the affected Mortgage Loans) to a successor servicer
selected by the Master Servicer with the prior consent and approval of
the Trustee on behalf of the Trust Fund. Such assignment shall be made
in accordance with Section 12.01.
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In addition, the Company shall indemnify (from its own funds) the
Trust Fund (or the Trustee on behalf of the Trust Fund) and 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 Company'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 Master Servicer, the Trust Fund (or the Trustee on
behalf of the Trust Fund) respecting a breach of the foregoing
representations and warranties.
Any cause of action against the Company 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
Company or notice thereof by the Trustee or Master Servicer to the
Company, (ii) failure by the Company to cure such breach within the
applicable cure period, and (iii) demand upon the Company by the
Trustee or the Master Servicer for compliance with this Agreement.
15. Section 4.01 (Company to Act as Servicer) is hereby amended as follows:
(i) by deleting the first sentence of the second paragraph of such
section and replacing it with the following:
Consistent with the terms of this Agreement, the Company 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 Company's reasonable and prudent determination
such waiver, modification, postponement or indulgence is not
materially adverse to the Trust Fund, provided, however, that unless
the Mortgagor is in default with respect to the Mortgage Loan or such
default is, in the judgment of the Company, imminent, the Company
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 Company shall continue, and is hereby authorized
and empowered, to execute and deliver on behalf of itself and the
Trust Fund, 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.
(ii) by adding the following to the end of the second paragraph of
such section:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Company 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 Company
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.
16. Section 4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
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the words "in trust for the Purchaser of Conventional Residential
Conventional Residential Mortgage Loans, and various Mortgagors" in
the fourth and fifth lines of the first sentence of the first
paragraph shall be replaced by the following: "in trust for LXS
2006-10N Trust Fund and various Mortgagors".
17. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by replacing the words from the word "Purchaser" in the sixth line
of clause (ii) to the end of such clause (ii) with the following:
the Trust Fund; provided however, that in the event that the
Company 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 Company may reimburse itself for such amounts from
the Custodial Account, it being understood, in the case of any such
reimbursement, that the Company's right thereto shall be prior to the
rights of the Trust Fund;
18. Section 4.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "Purchaser of Conventional Residential
Mortgage Loans, and various Mortgagors" in the fifth line of the first
sentence of the first paragraph, and replacing it with the following:
"in trust for LXS 2006-10N Trust Fund and various Mortgagors."
19. Section 4.15 (Maintenance of LPMI Policy; Claims) is hereby amended by
adding the following sentence to the end of paragraph (a):
The Servicer will notify the Master Servicer or Xxxxxx Brothers
Holdings in the event that the LPMI Policy is terminated.
20. Section 4.16 (Title, Management and Disposition of REO Property) is hereby
amended as follows:
(i) by replacing the reference to "one year" in the seventh line of
the third paragraph thereof with "three years",
(ii) by adding two new paragraphs after the fourth 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
Company 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 Company has applied for and received a grant of
extension from the Internal Revenue Service 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 Company has received such an extension, then the
Company 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 Company has not
received such an extension and the Company is unable to sell the REO
Property within the period ending 3 months before the end of such
third taxable
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year after its acquisition by the Trust Fund or if the Company has
received such an extension, and the Company is unable to sell the REO
Property within the period ending three months before the close of the
Extended Period, the Company 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
Company) 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 on behalf of the Trust Fund
shall sign any document or take any other action reasonably requested
by the Company which would enable the Company, 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 or held by or on behalf of
the Trust Fund in such a manner, pursuant to any terms or for a period
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) result in the imposition of any tax upon any REMIC
included in the Trust Fund.
(iii) by replacing the word "advances" in the sixth line of the fifth
paragraph thereof with "Monthly Advances" and
(iv) by adding the following to the end of such Section:
Prior to acceptance by the Company of an offer to sell any REO
Property, the Company 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 Company in writing, within five (5) days after
its receipt of the related Notice of Sale, that it disapproves of the
related sale, in which case the Company shall not proceed with such
sale.
21. Section 5.01 (Remittances) is hereby amended by adding the following after
the second paragraph of such Section:
All remittances required to be made to the Trust Fund or the
Master Servicer, as the Trust Fund's designee, shall be made to the
following wire account or to such other account as may be specified by
Trust Fund or the Master Servicer from time to time:
JPMorgan Chase Bank, N.A.
New York, New York
ABA #: 000-000-000
Account Name: Aurora Loan Services LLC
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: Aurora Loan Services, LXS 2006-10N
22. Section 5.02 (Statements to Purchaser) is hereby amended in its entirety to
read as follows:
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Section 5.02 Statements to Master Servicer.
(a) The Company shall deliver or cause to be delivered to the
Master Servicer on behalf of the Trust Fund executed copies of the
custodial and escrow account letter agreements pursuant to Sections
4.04 and 4.06 within 30 days of the Closing Date.
(b) Not later than the tenth calendar day of each month, the
Company shall furnish to the Master Servicer an electronic file
providing loan level accounting data for the period ending on the last
Business Day of the preceding month in the format mutually agreed to
between the Company and the Master Servicer. The information required
by Exhibit E-1 and Exhibit E-2 is limited to that which is readily
available to the Company and is mutually agreed to by the Company and
Master Servicer.
23. Section 9.01 (Indemnification; Third Party Claims) is hereby amended in its
entirety to read as follows:
The Company shall indemnify the Trust Fund (or the Trustee on
behalf of the Trust Fund) 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 in any way related to the failure of the
Company to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement. The Company immediately
shall notify the Trust Fund, the Master Servicer and the Trustee 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)
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 Company shall follow any
written instructions received from the Trustee on behalf of the Trust
Fund in connection with such claim. The Trustee from the assets of the
Trust Fund promptly shall reimburse the Company for all amounts
advanced by it pursuant to the preceding sentence except when the
claim is in any way related to the Company's indemnification pursuant
to Section 6.02, or the failure of the Company to service and
administer the Mortgage Loans in strict compliance with the terms of
this Agreement.
The Trust Fund shall indemnify the Company and hold it 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 the Company may
sustain in any way related to the failure of the Trustee or the Master
Servicer to perform its duties in compliance with the terms of this
Agreement or the obligations of the Purchaser under this Agreement.
In the event a dispute arises between an indemnified party and
the Company 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 shall indemnify and reimburse the winning party
for all attorney's fees and other costs and expenses related to the
adjudication of said dispute.
24. Section 9.03 (Limitation on Liability of Company and Others) is hereby
amended in its entirety to read as follows:
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Neither the Company nor any of the directors, officers, employees
or agents of the Company shall be under any liability to the Master
Servicer, the NIMS Insurer, the Trustee, the Trust Fund or the
Certificateholders 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 Company or any such person against any liability that
would otherwise be imposed for its disregard for, or failure to
perform its obligations and duties under this Agreement, or by reason
of any breach of the terms and conditions of this Agreement. The
Company and any director, officer, employee or agent of the Company
shall be entitled to indemnification by the Trust Fund and will be
held harmless against any loss, liability or expense incurred in
connection with any legal action relating to this Agreement, the Trust
Agreement, or the Certificates other than any loss, liability or
expense incurred by reason of its disregard for, or failure to perform
its obligations and duties hereunder. The Company and any director,
officer, employee or agent of the Company 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 Company
shall be under no obligation to appear in, prosecute or defend any
legal action that is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and that in its
opinion may involve it in any expenses or liability; provided,
however, that the Company may in its sole discretion undertake any
such action that it may deem necessary or desirable in respect to this
Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund
and the Company shall be entitled to be reimbursed therefor out of the
Custodial Account it maintains as provided by Section 4.05.
25. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer on
behalf of the Trust Fund"; and
(b) amending subclause (vii) as follows: "the Company at any time is
neither a Xxxxxx Xxx or Xxxxxxx Mac approved servicer, and the
Master Servicer has not terminated the rights and obligations of
the Company under this Agreement and replaced the Company with a
Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30 days of the
absence of such approval; or".
26. Section 10.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer on behalf of the Trust Fund".
27. Section 11.01 (Termination) is hereby amended by restating subclause (ii)
thereof to read as below and adding the following sentence after the first
sentence of Section 11.01:
(ii) mutual consent of the Company and the Master Servicer in writing,
provided such termination is also acceptable to the Trustee (on
behalf of the Trust Fund) and the Rating Agencies.
At the time of any termination of the Company pursuant to this
Section 11.01, the Company 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
A-9
be reimbursed to the Company until such amounts are received by the
Trust Fund from the related Mortgage Loans.
28. Section 11.02 (Termination Without Cause) is hereby amended by replacing
all references to "Purchaser" with "Xxxxxx Brothers Holdings."
29. Section 12.01 (Successor to Company) is hereby amended in its entirety to
read as follows:
Simultaneously with the termination of the Company's
responsibilities and duties under this Agreement pursuant to Sections
9.04, 10.01, 11.01(ii) or 11.02, the Master Servicer shall, in
accordance with the provisions of the Trust Agreement (i) succeed to
and assume all of the Company'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 Company under this Agreement with the
termination of the Company's responsibilities, duties and liabilities
under this Agreement. Any successor to the Company 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 Purchaser, the
Trustee and each Rating Agency (as such term is defined in the Trust
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 Trust
Fund, 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 Company under this Agreement.
In the event that the Company's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Company 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 Company 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 Company of the representations and warranties made
pursuant to Sections 3.01 and the remedies available to the Trust Fund
under Section 3.03 shall be applicable to the Company notwithstanding
any such resignation or termination of the Company, or the termination
of this Agreement.
Within a reasonable period of time, but in no event longer than
30 days of the appointment of a successor entity, the Company 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 Company shall cooperate with the Trustee and the
Master Servicer, as applicable, on behalf of the Trust Fund and such
successor in effecting the termination of the Company'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
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by the Company 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 Company and the Master Servicer, and
the Trustee, on behalf of the Trust Fund, an instrument 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 Company under this Agreement,
whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities
of the Company, with like effect as if originally named as a party to
this Agreement. Any termination or resignation of the Company or
termination of this Agreement pursuant to Sections 9.04, 10.01, 11.01
or 11.02 shall not affect any claims that (i) the Trust Fund (or the
Master Servicer or the Trustee on behalf of the Trust Fund) may have
against the Company arising out of the Company's actions or failure to
act, or (ii) the Company may have against the Trust Fund (or the
Master Servicer or the Trustee on behalf of the Trust Fund), prior to
any such termination or resignation.
The Company 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 Company 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 Company.
Upon a successor's acceptance of appointment as such, the Company
shall notify the Trust Fund (or the Trustee or the Master Servicer on
behalf of the Trust Fund) 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 (as a result of a termination of the Company for
cause pursuant to Section 10.01), 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 Company hereunder, or of transferring the
Servicing Files and the other necessary data to the successor servicer
shall be paid by the terminated Servicer from its own funds without
reimbursement. The Trust Fund shall be liable for all costs and
expenses incurred in connection with any transfer of servicing
hereunder, other than costs and expenses incurred in connection with a
transfer of servicing for cause as stated above.
30. Section 12.02 (Amendment) is hereby amended and restated in its entirety as
follows:
Section 12.02 (Amendment)
This Agreement may be amended from time to time by written
agreement signed by the Company and Xxxxxx Brothers Holdings Inc.,
with the written consent of the Master Servicer and the Trustee on
behalf of the Trust Fund.
31. Section 12.04 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
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32. Section 12.10 (Assignment by Purchaser) is hereby deleted in its entirety.
33. A new Section 12.12 (Intended Third Party Beneficiaries) is hereby added to
read as follows:
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 Master Servicer
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 Company shall have the same
obligations to the Master Servicer and the Trustee as if they were
parties to this Agreement. The Master Servicer or Trustee, as
applicable, on behalf of the Trust Fund, shall only be entitled to
enforce the provisions of this Agreement as such provisions relate to
such party's rights or obligations hereunder. The Company 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 Master Servicer and the Trustee hereunder (other
than the right to indemnification) shall terminate upon termination of
the Trust Agreement and of the Trust Fund pursuant to the Trust
Agreement. The parties to this Agreement further agree that the
Depositor shall have the right to enforce its rights and shall assume
its obligations under the Amendment Reg AB as if the Depositor were a
signatory to the Amendment Reg AB.
34. Section 2(b)(i)(vii) of the 2004 SWSA Amendment Reg AB is hereby amended to
read as follows: "there are no affiliations or relationships required to be
disclosed under Item 1119 between the Company and any of the parties listed
in Section 2(c)(i)(D)(4)-(9) which are identified in writing by the
Purchaser or the Depositor in advance of the Securitization Transaction
pursuant to Section 2(c)(i)(D) of this Amendment Reg AB".
35. Section 2(c)(iv) of each of the 2004 SWSA Amendment Reg AB and the 2006
SWSA Amendment Reg AB is hereby amended to read as follows:
The Company shall provide to the Purchaser and any Depositor a
description of any affiliation or relationship required to be
disclosed under Item 1119 of Regulation AB between the Company and any
of the parties listed in Items 1119(a)(1)-(6) of Regulation AB (which
parties are listed on Exhibit G hereto) that develops following the
closing date of a Securitization Transaction (other than an
affiliation or relationship that the Purchaser, the Depositor or any
issuing entity has with any of such parties listed in Items
1119(a)(1)-(6) of Regulation AB) no later than 15 calendar days prior
to the date the Depositor is required to file its Form 10-K disclosing
such affiliation or relationship. For purposes of the foregoing, the
Company (1) shall be informed in writing by the Depositor (or its
designee) on or prior to March 1st of each calendar year as to the
parties to the Securitization Transaction with whom affiliations or
relations must be disclosed; to the extent that the Company does not
receive such notification in any given calendar year, the Company
shall be entitled to assume that the parties to the Securitization
Transaction are the same as on the most recent previously delivered
written notification (or on the closing date, if no such written
notification has been delivered), (2) shall not be obligated to
disclose any affiliations or relationships that may develop after the
closing date for the Securitization Transaction with any parties not
identified to the Company pursuant to clause (D) of paragraph (i) of
this Section 2(c), and (3) shall be entitled to rely upon any written
identification of parties provided by the Depositor, the Purchaser or
any master servicer.
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36. The last sentence of Section 2(e)(i)(a) of the 2004 SWSA Amendment Reg AB
is hereby amended to read as follows:
Such report shall be addressed to the Purchaser and such
Depositor and signed by an authorized officer of the Company, and
shall address each of the Servicing Criteria specified on Exhibit B
hereto;
37. Exhibit B of the 2004 SWSA Amendment Reg AB (Servicing Criteria to be
Addressed in Assessment of Compliance) is hereby amended by inserting
Exhibit H in its place.
X-00
XXXXXXX X-0
0000 XXXX
See Exhibit 99.5
X-0-0
XXXXXXX X-0
0000 XXXX
See Exhibit 99.6
B-2-1
Exhibit C
Assignment and Assumption Agreement
[Intentionally Omitted]
C-1
EXHIBIT D
Schedule of Serviced Mortgage Loans
[Intentionally Omitted]
D-1
EXHIBIT E-1
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 BEGINNING Number two decimals
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, .00 IF NOT Number two decimals
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 .00 IF PAIDOFF, LIQUIDATED OR FULL Number two decimals
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
E-1-1
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED .00 IF PAIDOFF Number two decimals
E-1-2
EXHIBIT E-2
STANDARD LAYOUT 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 Chapter of bankruptcy
12= Chapter 12 filed 13= Chapter 13 filed 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.
E-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 Servicer defined indicator
N=Less than 90 days delinquent 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(MM/DD/YYYY) Actual date that the loan
date was referred to local
counsel to begin
foreclosure proceedings.
E-2-2
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.
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(MM/DD/YYYY) Actual date that funds were
date 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 Type of loan being serviced
3=Conventional w/o PMI 4=Commercial generally defined by the
5=FHA Project 6=Conventional w/PMI existence of certain types
7=HUD 235/265 8=Daily Simple Interest Loan of insurance. (i.e.: FHA,
9=Farm Loan U=Unknown VA, conventional insured,
S=Sub prime 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.
E-2-3
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.
Loss mit type VARCHAR2(2) L= Loss Mitigation LT=Litigation pending The defined loss mitigation
NP=Pending non-performing sale CH= Charge off alternative identified on
DI= Deed in lieu FB= Forbearance plan the loss mit approval date.
MO=Modification PC=Partial claim
SH=Short sale VA=VA refunding
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 The most recent status of
U=Unknown V=Vacant the property regarding who
if anyone is occupying the
property. Typically a
result of a routine
property inspection.
First Vacancy date/ DATE(MM/DD/YYYY) The date that the most
Occupancy status date 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
E-2-4
was executed.
FHA Part B funds received DATE(MM/DD/YYYY) Actual date that funds were
date received fro 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 Physical condition of the
3=Average 4=Fair property as most recently
5=Poor 6=Very poor reported to the servicer by
vendor or property
management company.
Property type VARCHAR2(2) 1=Single family 2=Town house Type of property secured by
3=Condo 4=Multifamily 5=Other mortgage such as: single
6=Prefabricated B=Commercial C=Land only family, 2-4 unit, etc.
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
Reason for default VARCHAR2(3) 001=Death of principal mtgr 02=Illness of principal mtgr Cause of delinquency as
003=Illness of mtgr's family member identified by mortgagor.
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
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 NUMBER(15, 2) The most recent
amount listing/pricing amount as
updated by the servicer for
REO properties.
REO list price adjustment DATE(MM/DD/YYYY) The most recent date that
date the servicer advised the
agent to make an adjustment
to the REO listing price.
E-2-5
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.
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/ DATE(MM/DD/YYYY) The servicer defined date
reinstated/closed 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.
E-2-6
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 NUMBER(10, 2) The positive or negative
balance account balance that is
dedicated to payment of
hazard insurance, property
taxes, MI, etc. (escrow
items only)
Title approval letter DATE(MM/DD/YYYY) The actual date that the
received date 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.
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 NUMBER(15, 2) The amount of funds
amount 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 The code that is
24=Drug seizure 26=Refinance 27=Assumption electronically reported to
28=Modification 29=Charge-off 30=Third-party sale FNMA by the servicer that
31=Probate 32=Military indulgence 43=Foreclosure reflects the current
44=Deed-in-lieu 49=Assignment 61=Second lien considerations defaulted status of a loan.
62=VA no-bid 63=VA Refund 64=VA Buydown (i.e.: 65, 67, 43 or 44)
65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 67=Ch. 13 bankruptcy
E-2-7
FNMA delinquency reason code VARCHAR2(3) 001=Death of principal mtgr 002=Illness of principal mtgr The code that is
003=Illness of mtgr's family member 004=Death of mtgr's family member electronically reported to
005=Marital difficulties 006=Curtailment of income FNMA by the servicer that
007=Excessive obligations 008=Abandonment of property describes the circumstance
009=Distant employee transfer 011=Property problem that appears to be the
012=Inability to sell property 013=Inability to rent property primary contributing factor
014=Military service 015=Other to the delinquency.
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
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.
E-2-8
EXHIBIT F
[RESERVED]
F-1
EXHIBIT G
TRANSACTION PARTIES
Trustee: U.S. Bank National Association
Securities Administrator: N/A
Master Servicer: Aurora Loan Services LLC
Credit Risk Manager: N/A
PMI Insurer: N/A
Interest Rate Swap Counterparty: N/A
Interest Rate Cap Counterparty: Xxxxxx Brothers Special Financing Inc.
Servicers: Aurora Loan Services LLC, Bank of America, National Association,
Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation, IndyMac Bank,
F.S.B, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A.
Originators: Aurora Loan Services LLC, Bank of America, National Association,
Countrywide Home Loans, Inc., GMAC Mortgage Corporation, IndyMac Bank, F.S.B,
SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A.
Custodian: Deutsche Bank National Trust Company, LaSalle Bank National
Association, U.S. Bank National Association and Xxxxx Fargo Bank, N.A.
Seller: Xxxxxx Brothers Holdings Inc.
G-1
EXHIBIT H
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of
Subservicer] shall address, at a minimum, the applicable criteria identified
below as "Applicable Servicing Criteria":
APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
-----------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
-----------------------------------------------------------------------------------------------------
GENERAL SERVICING CONSIDERATIONS
1122(d)(1)(i) Policies and procedures are instituted to monitor any X
performance or other triggers and events of default in
accordance with the transaction agreements.
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor
the third party's performance and compliance with such
servicing activities.
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 X
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.
CASH COLLECTION AND ADMINISTRATION
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
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.
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor X
or to an investor are made only by authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash X
flows or distributions, and any interest or other fees
charged for such advances, are made, reviewed and approved as
specified in the transaction agreements.
1122(d)(2)(iv) The related accounts for the transaction, such as cash X
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.
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
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.
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
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.
G-1
APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
-----------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
-----------------------------------------------------------------------------------------------------
INVESTOR REMITTANCES AND REPORTING
1122(d)(3)(i) Reports to investors, including those to be filed with the X
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.
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in X
accordance with timeframes, distribution priority and other
terms set forth in the transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are posted within two X
business days to the Servicer's investor records, or such
other number of days specified in the transaction agreements.
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree X
with cancelled checks, or other form of payment, or custodial
bank statements.
POOL ASSET ADMINISTRATION
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as X
required by the transaction agreements or related mortgage
loan documents.
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as X
required by the transaction agreements.
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool X
are made, reviewed and approved in accordance with any
conditions or requirements in the transaction agreements.
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
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.
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree X
with the Servicer's records with respect to an obligor's
unpaid principal balance.
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
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.
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
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.
1122(d)(4)(viii) Records documenting collection efforts are maintained during X
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).
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage X
loans with variable rates are computed based on the related
mortgage loan documents.
G-1
APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
-----------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
-----------------------------------------------------------------------------------------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as X
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.
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or X
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.
1122(d)(4)(xii) Any late payment penalties in connection with any payment to X
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.
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within X
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
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.
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date:
------------------------
By:
G-1
