RECONSTITUTED SERVICING AGREEMENT
Execution
Copy
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 1st
day of December, 2006, by and between XXXXXX BROTHERS HOLDINGS INC., a Delaware
corporation (the “Seller” or “Xxxxxx Brothers Holdings”), and GREENPOINT
MORTGAGE FUNDING, INC., a New York corporation (the “Servicer”), having an
office at 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, and acknowledged
by
AURORA LOAN SERVICES LLC, a Delaware limited liability company (“Aurora”), and
U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), recites and provides as
follows:
RECITALS
WHEREAS,
the Seller acquired certain conventional, residential, negative amortization,
first lien mortgage loans (the “LBH Mortgage Loans”) from the Servicer, which
LBH Mortgage Loans were either originated or acquired by the Servicer, pursuant
to the Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April
10, 2006 (together, the “LBH Purchase Agreements”), by and between the Seller
and the Servicer, which LBH Purchase Agreements are annexed as Exhibit B
hereto.
WHEREAS,
the Mortgage Loans are currently serviced pursuant to the Flow Interim Servicing
Agreement, dated as of April 10, 2006 (the “Flow Agreement”), by and between the
Seller and the Servicer, which Flow Agreement is attached hereto as Exhibit
C
and is reconstituted hereby.
WHEREAS,
the Seller has conveyed the Mortgage Loans to Structured Asset Securities
Corporation, a Delaware special purpose corporation (“SASCO”), which in turn has
conveyed the Mortgage Loans to U.S. Bank National Association, as trustee (the
“Trustee”), pursuant to a trust agreement dated as of December 1, 2006 (the
“Trust Agreement”), among the Trustee, Aurora Loan Services LLC, 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 Seller desires that the Servicer continue to service the Mortgage Loans,
and
the Servicer has agreed to do so, subject to the rights of the Seller (with
the
consent of the Master Servicer) to terminate the rights and obligations of
the
Servicer hereunder at any time without cause and to the other conditions set
forth herein.
WHEREAS,
the Seller and the Servicer agree that the provisions of the Flow Agreement
shall continue to 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 Trust Agreement
and
until the Transfer Date.
WHEREAS,
the Seller and Servicer agree that on the Transfer Date the Servicer shall
no
longer service the Mortgage Loans and shall transfer servicing of the Mortgage
Loans to the successor servicer designated by the Seller herein.
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 the conditions specified herein to
terminate for cause 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.
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 Flow Agreement incorporated by reference herein
(regardless of whether such terms are defined in the Flow Agreement or Purchase
Agreements), shall have the meanings ascribed to such terms in the Trust
Agreement.
2. Custodianship.
The
parties hereto acknowledge that U.S. Bank Trust, National Association will
act
as custodian of the Serviced Mortgage Files for the Trustee pursuant to a
Custodial Agreement, dated December 1, 2006, between U.S. Bank National
Association and the Trustee.
3. Servicing
Transfer Date.
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 Flow Agreement, except as otherwise provided herein
and on Exhibit A hereto, and that the provisions of the Flow Agreement, as
so
modified, are and shall be a part of this Agreement to the same extent as if
set
forth herein in full. On the Transfer Date (i.e., the date selected by mutual
agreement of the parties for the transfer of the servicing of the Mortgage
Loans), the Servicer shall transfer all servicing of the Mortgage Loans in
accordance with the Flow Agreement and the Purchase Agreements to the successor
servicer designated by the Seller.
4. Trust
Cut-off Date.
The
parties hereto acknowledge that by operation of Section 2.05 and Section 3.01
of
the Flow Agreement, the remittance on January 10, 2007 to the Trust Fund is
to
include principal due after December 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 clause (b) of Section 3.01
of
the Flow 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
Trustee and the GPMF 2006-AR8 Trust Fund (the “Trust Fund”) created pursuant to
the Trust Agreement, shall have the same rights as the Seller under the Flow
Agreement to enforce the obligations of the Servicer under the Flow Agreement
and the term “Purchaser” as used in the Flow Agreement 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 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 Article XI of the Flow Agreement. Notwithstanding anything herein
to the contrary, in no event shall the Master Servicer assume any of the
obligations of the Seller under the Flow 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 Trust Agreement.
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 in connection with the transactions contemplated by the Trust Agreement
and issuance of the Certificates issued pursuant thereto.
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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:
Aurora
Loan Services LLC
00000
Xxxx Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attn:
Xxxxxx
X.
Xxxxxx - Master Servicing
GPMF
2006-AR8
Tel: 000-000-0000
All
remittances required to be made to the Master Servicer under this Agreement
shall be made on an actual/actual basis to the following wire
account:
JPMorgan
Chase Bank, N.A.
ABA#:
000-000-000
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Account
Name:
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Aurora
Loan Services LLC,
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Master
Servicing Payment Clearing Account
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Account
Number: 066-611059
Beneficiary:
Aurora Loan Services LLC
For
further credit to: GPMF 2006-AR8
All
notices required to be delivered to the Trustee hereunder shall be delivered
to
the Trustee at the following address:
U.S.
Bank
National Association
0
Xxxxxxx
Xxxxxx
Xxxxxx,
X.X. 00000
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Attention:
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Corporate
Trust Services
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Telephone:
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(000)
000-0000
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Telecopier:
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(000)
000-0000
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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
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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
the address of its office as set forth in the first paragraph of this
Agreement.
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 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 X or Class P 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 X or Class P Certificates issued by the
Trust
Fund.
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11. Distressed
Mortgage Loans.
The
NIMS Insurer may, at its option, purchase a Distressed Mortgage Loan. 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 Flow Agreement, 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 Flow Agreement. 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.
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XXXXXX
BROTHERS HOLDINGS INC.,
as
Seller
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By:
Name:
Xxxxx Xxxxxxx
Title: Authorized
Signatory
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GREENPOINT
MORTGAGE FUNDING, INC.,
as
Servicer
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By:
Name:
Title:
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Acknowledged:
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AURORA
LOAN SERVICES LLC,
as
Master Servicer
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By:
Name: Xxxxxx
X. Xxxxxx
Title: Vice
President
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U.S.
BANK NATIONAL ASSOCIATION
as
Trustee
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By:
Name:
Title:
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EXHIBIT
A
Modifications
to the Flow Agreement
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1.
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Unless
otherwise specified herein, any provisions of the Flow 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 and Pass-Through Transfers and Reconstitution, and (iv) Assignments
of Mortgage, shall be disregarded for purposes relating to this Agreement.
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2.
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New
definitions of “Best Efforts” and “Closing Date” are hereby added to
Article I to immediately follow the definition of “Agreement”, to read as
follows:
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Best
Efforts:
Efforts
determined to be reasonably diligent by the Seller in its sole discretion.
Such
efforts do not require the Seller to enter into any litigation, arbitration
or
other legal or quasi-legal proceeding, nor do they require the Seller to advance
or expend fees or sums of money in addition to those specifically set forth
in
this Agreement.
Closing
Date:
December 29, 2006.
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3.
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New
definitions of “Determination Date”, “Due Date” and “Due Period” are
hereby added to Article I to immediately follow the definition of
“Custodial Account,” to read as
follows:
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Determination
Date:
The
last day of the calendar month preceding the related Remittance Date (or if
such
day is not a Business Day, the Business Day immediately preceding such
day).
Due
Date:
The day
of the month on which the scheduled monthly payment is due on a Mortgage Loan,
exclusive of any days of grace. With respect to the Mortgage Loans for which
payment from the Mortgagor is due on a day other than the first day of the
month, such Mortgage Loans will be treated as if the monthly payment is due
on
the first day of the immediately succeeding month.
Due
Period:
With
respect to each Remittance Date, the calendar month immediately preceding the
month of the Remittance Date.
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4.
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The
definition of “Eligible Investments” in Article I is hereby amended and
restated in its entirety to read as
follows:
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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”);
A-1
(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 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.
A-2
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5.
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A
definition of “Xxxxxx Mae” is hereby added to Article I to immediately
follow the definition of “Fidelity Bond,” to read as
follows:
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Xxxxxx
Xxx:
The
Government National Mortgage Association, or any successor thereto.
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6.
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A
definition of “Monthly Advance” is hereby added to Article I to
immediately follow the definition of “Master Servicer,” to read as
follows:
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Monthly
Advance:
The
portion of a Monthly Payment delinquent with respect to each Mortgage Loan
at
the close of business on the related Determination Date.
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7.
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A
new definition of “Mortgage Loan” is hereby added to Article I to
immediately follow the definition of “Mortgage Impairment Insurance
Policy,” to read as follows:
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Mortgage
Loan:
An
individual Mortgage Loan which has been purchased from the Servicer 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 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.
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8.
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A
new definition of “Mortgage Loan Schedule” is hereby added to Article I to
immediately follow the definition of “Mortgage Loan Remittance Rate,” to
read as follows:
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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 Seller
by Xxxxxx Brothers Bank, FSB or by Xxxxxx Brothers Holdings Inc. pursuant to
either of the Purchase Agreements.
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9.
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A
new definition of “Prepayment Period” is hereby added to Article I to
immediately follow the definition of “PMI Policy,” to read as
follows:
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Prepayment
Period:
The
calendar month immediately preceding the month in which such Distribution Date
occurs.
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10.
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A
new definition of “Principal Prepayment” is hereby added to Article I to
immediately follow the definition of “Prime Rate”, to read as
follows:
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A-3
Principal
Prepayment:
Any
payment or other recovery of principal on a Mortgage Loan which is received
in
advance of its scheduled Due Date, including any prepayment charge or premium
thereon and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment.”
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11.
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The
definition of “Purchase Agreement” is hereby amended and restated in its
entirety to read as follows:
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Purchase
Agreement:
As
applicable, either of (i) the Flow Mortgage Loan Purchase and Warranties
Agreement between the Purchaser and the Seller or (ii) the Flow Mortgage Loan
Purchase and Warranties Agreement between Xxxxxx Brothers Holdings Inc. and
the
Seller related to the purchase of the Mortgage Loans dated as of the related
Cut-off Date.
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12.
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The
definition of “Qualified Depository” is hereby amended and restated in its
entirety to read as follows:
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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.
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13.
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A
new definition of “Qualified GIC” is hereby added to Article I to
immediately follow the definition of “Qualified Depository”, to read as
follows:
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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;
A-4
(d) provide
that the Servicer’s interest therein shall be transferable to any successor
Servicer or the Master Servicer hereunder; and
(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.
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14.
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A
new definition of “Rating Agency” is hereby added to Article I to
immediately follow the definition of “Qualified Insurer”, to read as
follows:
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Rating
Agency:
Xxxxx’x
Investors Service, Inc., Fitch, Inc. or Standard & Poor’s, a division of the
XxXxxx-Xxxx Companies, Inc., or any successor of the foregoing.
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15.
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The
definition of “Servicing Fee” in Article I is hereby amended and restated
in its entirety to read as follows:
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Servicing
Fee:
With
respect to each Mortgage Loan, an amount equal to $11.00 per month. Such
fee
shall be payable monthly and shall be pro rated for any portion of a month
during which such Mortgage Loan is serviced pursuant to this Agreement. The
obligation of the Purchaser to pay the Servicing Fee is limited to, and the
Servicing Fee is payable solely from, the interest portion (including recoveries
with respect to interest from Liquidation Proceeds, to the extent permitted
by
Section 2.05) of such Monthly Payment collected by the Seller, or as otherwise
provided under Section 2.05.
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16.
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Section
2.01 (Seller to Act as Servicer) is hereby amended as
follows:
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(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 Seller 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 Seller’s reasonable and
prudent determination such waiver, modification, postponement or indulgence
is
not materially adverse to the Purchaser, provided, however, that unless the
Mortgagor is in default with respect to the Mortgage Loan or such default is,
in
the judgment of the Seller, imminent, the Seller 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.
(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 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 the Flow
Agreement, the Servicer shall not make or permit any modification, waiver or
amendment of any term of any Mortgage Loan that would cause any REMIC created
under the Trust Agreement to fail to qualify as a REMIC or result in the
imposition of any tax under Section 860F(a) or Section 860G(d) of the
Code.
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17.
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Section
2.03 (Collection of Mortgage Loan Payments) is hereby amended by
replacing
the words “Continuously from the related Cut-off Date until the related
Transfer Date” in the first line thereof with “Continuously from the
Closing Date until the date the Mortgage Loan ceases to be subject
to this
Agreement.”
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18. Section
2.04 (Establishment
of and Deposits to Custodial Account) is hereby amended by:
(i) in
the
first paragraph, replacing the words “Xxxxxx Capital, A Division of Xxxxxx
Brothers Holdings Inc., Residential Fixed and Adjustable Rate Mortgage Loans,
Group No 2006-FLOW and various Mortgagors” with the words “U.S. Bank National
Association, as Trustee for the GPMF 2006-AR8 Trust Fund”;
(ii) replacing
the sentence at the end of the first paragraph with the following: “A copy of
such certification or letter agreement shall also be furnished to the Master
Servicer within thirty (30) days of the Closing Date.”; and
(iii) adding
the words “including all Principal Prepayments” at the end of clause (i) to such
Section.
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19.
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Section
2.05 (Permitted Withdrawals From Custodial Account) is hereby amended
by
deleting the word “and” at the end of clause (v), by replacing the period
at the end of clause (vi) with a semicolon and by adding the following
new
clauses (vii) and (viii):
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(vii) to
invest
funds in the Custodial Account in Eligible Investments in accordance with
Section 2.10; and
(viii) to
transfer funds to another Qualified Depository in accordance with Section 2.10
hereof.
20. Section
2.06 (Establishment
of and Deposits to Escrow Account) is hereby amended by:
(i) in
the
first paragraph, replacing the words replacing the words “Xxxxxx Capital, A
Division of Xxxxxx Brothers Holdings Inc. Residential Fixed and Adjustable
Rate
Mortgage Loans, Group No 2006-FLOW, and various Mortgagors” with the words “U.S.
Bank National Association, as Trustee for the GPMF 2006-AR8 Trust Fund”;
and
(ii) replacing
the sentence at the end of the first paragraph with the following: “A copy of
such certification shall also be furnished to the Master Servicer within thirty
(30) days of the Closing Date.”
21. Section
2.17 (Title,
Management and Disposition of REO Property) is hereby amended by:
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(i)
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adding
the following paragraph as the third paragraph of such
Section:
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Notwithstanding
anything to the contrary contained in this Section 2.17, in connection with
a
foreclosure or acceptance of a deed in lieu of foreclosure, in the event the
Seller has reasonable cause to believe that a Mortgaged Property is contaminated
by hazardous or toxic substances or wastes, or if the Trustee or the Master
Servicer otherwise requests, an environmental inspection or review of such
Mortgaged Property to be conducted by a qualified inspector shall be arranged
by
the Seller. Upon completion of the inspection, the Seller shall provide the
Trustee and the Master Servicer with a written report of such environmental
inspection. In the event that the environmental inspection report indicates
that
the Mortgaged Property is contaminated by hazardous or toxic substances or
wastes, the Seller shall not proceed with foreclosure or acceptance of a deed
in
lieu of foreclosure. In the event that the environmental inspection report
is
inconclusive as to the whether or not the Mortgaged Property is contaminated
by
hazardous or toxic substances or wastes, the Seller shall not, without the
prior
approval of the Trustee, proceed with foreclosure or acceptance of a deed in
lieu of foreclosure. In such instance, the Trustee shall be deemed to have
approved such foreclosure or acceptance of a deed in lieu of foreclosure unless
the Trustee notifies the Seller in writing, within two (2) Business Days after
its receipt of written notice of the proposed foreclosure or deed in lieu of
foreclosure from the Seller, that it disapproves of the related foreclosure
or
acceptance of a deed in lieu of foreclosure. The Seller shall be reimbursed
for
all Servicing Advances made pursuant to this paragraph with respect to the
related Mortgaged Property from the Custodial Account.
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(ii) by
replacing the existing third paragraph of such section (before the amendment
made by (i) above) by the following paragraph:
The
Seller shall use its Best Efforts to dispose of the REO Property as soon as
possible and shall sell such REO Property in any event within three years after
title has been taken to such REO Property, unless (a) a REMIC election has
not
been made with respect to the arrangement under which the Mortgage Loans and
the
REO Property are held, and (b) the Seller determines, and gives an appropriate
notice to the Master Servicer to such effect, that a longer period is necessary
for the orderly liquidation of such REO Property. If a period longer than three
years is permitted under the foregoing sentence and is necessary to sell any
REO
Property, (i) the Seller shall report monthly to the Master Servicer as to
the
progress being made in selling such REO Property and (ii) if, with the written
consent of the Trustee, a purchase money mortgage is taken in connection with
such sale, such purchase money mortgage shall name the Seller as mortgagee,
and
such purchase money mortgage shall not be held pursuant to this Agreement,
but
instead a separate participation agreement among the Seller and Trustee shall
be
entered into with respect to such purchase money mortgage. Notwithstanding
anything herein to the contrary, the Seller shall not be required to provide
financing for the sale of any REO Property. 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
adding
the following paragraph to the end of such section:
Prior
to
acceptance by the Seller of an offer to sell any REO Property, the Seller 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 Seller 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 Seller shall not proceed with such sale.
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22. Section
3.01 (Remittances)
is hereby amended and restated in its entirety to read as follows:
On
each
Remittance Date the Seller shall remit on an actual/actual basis by wire
transfer of immediately available funds to the Master Servicer (a) all amounts
deposited in the Custodial Account as of the close of business on the last
day
of the related Due Period (net of charges against or withdrawals from the
Custodial Account pursuant to Sections 2.04 and 2.05), plus (b) all Monthly
Advances, if any, which the Seller is obligated to make pursuant to Section
3.03, and minus (c) any amounts attributable to Principal Prepayments,
Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds or REO
Disposition Proceeds received after the applicable Prepayment Period, which
amounts shall be remitted on the following Remittance Date, together with any
additional interest required to be deposited in the Custodial Account in
connection with such Principal Prepayment in accordance with Section
2.04(xi).
With
respect to any remittance received by the Master Servicer after the Business
Day
on which such payment was due, the Seller shall pay to the Master Servicer
interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus two (2) percentage points, but
in
no event greater than the maximum amount permitted by applicable law. Such
interest shall be deposited in the Custodial Account by the Seller on the date
such late payment is made and shall cover the period commencing with the day
following such Business Day and ending with the Business Day on which such
payment is made, both inclusive. Such interest shall be remitted along with
the
distribution payable on the next succeeding Remittance Date. The payment by
the
Seller of any such interest shall not be deemed an extension of time for payment
or a waiver of any Event of Default by the Seller.
All
remittances required to be made to the Master Servicer shall be made to the
following wire account or to such other account as may be specified by the
Master Servicer from time to time:
JPMorgan
Chase Bank, N.A.
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: GPMF 2006-AR8
23. Section
3.02 (Statements
to Purchaser) is hereby amended as follows:
(i) by
replacing the first paragraph of such Section in its entirety by the following
paragraph:
Not
later
than the fifth Business Day of each month, the Seller shall furnish to the
Master Servicer (a) a monthly remittance advice in the format set forth in
Exhibit E-1 hereto and a monthly defaulted loan report in the format set forth
in Exhibit E-2 hereto (or in such other format mutually agreed between the
Seller and the Master Servicer) as to the accompanying remittance and the period
ending on the last day of the preceding Determination Date and (b) all such
information required pursuant to clause (a) above on a magnetic tape or other
similar media reasonably acceptable to the Master Servicer.
A-8
(ii) by
replacing the last paragraph of Section 3.02(a) in its entirety with the
following paragraph:
Beginning
with calendar year 2007, the Seller shall prepare and file any and all tax
returns, information statements or other filings for the portion of the tax
year
2006 and the portion of subsequent tax years for which the Seller has serviced
some or all of the Mortgage Loans hereunder as such returns, information
statements or other filings are required to be delivered to any governmental
taxing authority or to the Master Servicer pursuant to any applicable law with
respect to the Mortgage Loans and the transactions contemplated hereby. In
addition, the Seller shall provide the Trustee with such information concerning
the Mortgage Loans as is necessary for the Trustee to prepare the Trust Fund’s
federal income tax return as the Trustee may reasonably request from time to
time.
(iii) by
amending Section 3.02(b)(i)(B) to read as follows: “a description of any
affiliation or relationship between the Servicer, each Subservicer and any
of
the parties listed on Exhibit G hereto.”
(iv) by
adding
the following paragraphs to the end of Section 3.02(b):
The
Seller shall promptly notify the Trustee, the NIMS Insurer, the Master Servicer
and the Depositor (i) of any legal proceedings pending against the Seller of
the
type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Seller
shall become (but only to the extent not previously disclosed to the NIMS
Insurer, the Master Servicer and the Depositor) at any time an affiliate of
any
of the parties listed on Exhibit F to this Agreement.
The
Seller shall provide to the Trustee, the NIMS Insurer, the Master Servicer
and
the Depositor prompt notice of the occurrence of any of the following: any
event
of default under the terms of this Agreement, any merger, consolidation or
sale
of substantially all of the assets of the Seller, any material litigation
involving the Seller, and any affiliation or other significant relationship
between the Seller and other transaction parties.
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 Seller shall provide
to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor notice
of the occurrence of any material modifications, extensions or waivers of terms,
fees, penalties or payments relating to the Mortgage Loans during the related
Due Period or that have cumulatively become material over time (Item 1121(a)(11)
of Regulation AB) along with all information, data, and materials related
thereto as may be required to be included in the related Distribution Report
on
Form 10-D.
24. Section
3.03 (Principal
and Interest Advances by Seller) is hereby deleted and replaced in its entirety
by the following paragraph:
Section
3.03 Monthly
Advances by Seller.
The
Servicer shall not be required to make Monthly Advances.
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25.
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The
last sentence of Section 4.05(i)(A) is hereby amended to read as
follows:
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A-9
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Such
report shall be addressed to the Purchaser, the Master Servicer and
such
Depositor and signed by an authorized officer of the Servicer, and
shall
address each of the Servicing Criteria specified on Exhibit 8 hereto;
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26.
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The
parties hereto acknowledge that Section 5.01 (Provision of Information)
and Section 5.02 (Financial Statements; Servicing Facilities) are
inapplicable to this Agreement.
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27.
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Sections
8.01 (Indemnification) and 8.02 (Limitation on Liability of Seller
and
Others) are replaced by the
following:
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The
Seller shall indemnify the Trust Fund, the Trustee 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 Seller to perform
its duties and service the Mortgage Loans in strict compliance with the terms
of
this Agreement. The Seller immediately shall notify Xxxxxx Brothers Bank, FSB,
the Master Servicer 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) 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
Seller shall follow any written instructions received from the Trustee in
connection with such claim. The Trustee, from the assets of the Trust Fund,
promptly shall reimburse the Seller 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 Seller to service and administer the Mortgage Loans in strict
compliance with the terms of this Agreement.
The
Trust
Fund shall indemnify the Seller 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 Seller 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.
In
the
event a dispute arises between an indemnified party and the Seller 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.
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28.
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The
first paragraph of Section 8.03 (Limitation on Resignation and Assignment
by Seller) is hereby amended in its entirety to read as
follows:
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The
Seller shall neither assign this Agreement or the servicing hereunder or
delegate its rights or duties hereunder or any portion hereof (to other than
a
third party in the case of outsourcing routine tasks such as taxes, insurance
and property inspection, in which case the Seller shall be fully liable for
such
tasks as if the Seller performed them itself) or sell or otherwise dispose
of
all or substantially all of its property or assets without the prior written
consent of the Trustee and the Master Servicer, which consent shall be granted
or withheld in the reasonable discretion of such parties; provided, however,
that the Seller may assign its rights and obligations hereunder without prior
written consent of the Trustee and the Master Servicer to any entity that is
directly owned or controlled by the Seller, and the Seller guarantees the
performance of such entity hereunder. In the event of such assignment by the
Seller, the Seller shall provide the Trustee and the Master Servicer with a
written statement guaranteeing the successor entity’s performance of the
Seller’s obligations under the Agreement.
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29.
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Section
10.09(a)(vii) is hereby amended by replacing “thereto
identified by the related Depositor of a type described in Item 1119
of
Regulation AB”
with the
parties listed on Exhibit F hereto.
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30.
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A
new Section 10.10 (Restated Representations and Warranties of the
Seller)
is hereby added to read.
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It
is
understood and agreed that the representations and warranties set forth in
this
Article X are hereby restated as of the Closing Date and shall survive the
engagement of the Seller to perform the servicing responsibilities hereunder
and
the delivery of the Servicing Files to the Seller and shall inure to the benefit
of the Trustee, the Trust Fund and the Master Servicer. Upon discovery by any
of
the Seller, 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 Seller 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 Trustee or the Trust Fund,
the
party discovering such breach shall give prompt written notice to the other
parties.
Within
60
days after the earlier of either discovery by or notice to the Seller of any
breach of a representation or warranty set forth in this Article X that
materially and adversely affects the ability of the Seller 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 Seller shall use its Best
Efforts promptly to cure such breach in all material respects and, if such
breach cannot be cured, the Seller shall, at the Master Servicer’s option,
assign the Seller’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. Such assignment
shall be made in accordance with Article VI.
In
addition, the Seller shall indemnify (from its own funds) the Trustee, 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 Seller’s representations and warranties
contained in this Agreement. It is understood and agreed that the remedies
set
forth in this Article X constitute the sole remedies of the Master Servicer,
the
Trust Fund and the Trustee respecting a breach of the foregoing representations
and warranties.
Any
cause
of action against the Seller relating to or arising out of the breach of any
representations and warranties made in this Article X shall accrue upon (i)
discovery of such breach by the Seller or notice thereof by the Trustee or
Master Servicer to the Seller, (ii) failure by the Seller to cure such breach
within the applicable cure period, and (iii) demand upon the Seller by the
Trustee or the Master Servicer for compliance with this Agreement.
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31.
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Section
11.01 (Events of Default) is hereby amended as
follows:
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(a) Amending
Subsection 11.01(f) in its entirety to read as follows: “the Seller at any time
is neither a Xxxxxx Mae or Xxxxxxx Mac approved servicer, and the Master
Servicer has not terminated the rights and obligations of the Seller under
this
Agreement and replaced the Seller with a Xxxxxx Mae or Xxxxxxx Mac approved
servicer within 30 days of the absence of such approval; or”.
(b) Replacing
the last paragraph thereof with the following:
Upon
receipt by the Seller of such written notice, all authority and power of the
Seller under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in a successor Seller appointed by the
Xxxxxx Brothers Bank, FSB and the Master Servicer. Upon written request from
the
Master Servicer, the Seller shall prepare, execute and deliver to the successor
entity designated by the Seller any and all documents and other instruments,
place in such successor’s possession all Servicing Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes
of
such notice of termination, including but not limited to the transfer and
endorsement or assignment of the Mortgage Loans and related documents, at the
Seller’s sole expense. The Seller shall cooperate with Xxxxxx Brothers Bank, FSB
and the Master Servicer and such successor in effecting the termination of
the
Seller’s responsibilities and rights hereunder, including without limitation,
the transfer to such successor for administration by it of all cash amounts
which shall at the time be credited by the Seller to the Custodial Account
or
Escrow Account or thereafter received with respect to the Mortgage
Loans.
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32.
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The
parties hereto acknowledge that the word “Purchaser” in Section 11.02
(Waiver of Defaults) shall refer to the “Master
Servicer”.
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33.
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A
new Section 11.03 (Termination Without Cause) is hereby added to
read as
follows:
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Section
11.03 Termination
Without Cause.
This
Agreement shall terminate upon: (i) the later of (a) the distribution of the
final payment or liquidation proceeds on the last Mortgage Loan to the Trust
Fund (or advances by the Seller for the same), and (b) the disposition of all
REO Property acquired upon foreclosure of the last Mortgage Loan and the
remittance of all funds due hereunder, or (ii) mutual consent of the Seller,
Xxxxxx Brothers Bank, FSB and the Master Servicer in writing or (iii) at the
sole option of the Xxxxxx Brothers Bank, FSB, without cause, upon 30 days
written notice. Any such notice of termination shall be in writing and delivered
to the Seller by registered mail to the address set forth at the beginning
of
this Agreement. The Master Servicer, the Trustee and the Seller shall comply
with the termination procedures set forth in Sections 11.01 and
11.03.
In
connection with any such termination referred to in clause (ii) or (iii) above,
Xxxxxx Brothers Bank, FSB will be responsible for reimbursing the Seller for
all
unreimbursed out-of-pocket Servicing Advances within 15 Business Days following
the date of termination and other reasonable and necessary out-of-pocket costs
associated with any transfer of servicing.
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34.
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A
new Section 11.04 (Successor to the Seller) is hereby added to read
as
follows:
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A-12
Simultaneously
with the termination of the Seller’s responsibilities and duties under this
Agreement pursuant to Sections 8.03, 11.01 or 11.03, the Master Servicer shall,
in accordance with the provisions of the Trust Agreement (i) succeed to and
assume all of the Seller’s responsibilities, rights, duties and obligations
under this Agreement, or (ii) appoint a successor that meets the eligibility
requirements of this Agreement and that shall succeed to all rights and assume
all of the responsibilities, duties and liabilities of the Seller under this
Agreement with the termination of the Seller’s responsibilities, duties and
liabilities under this Agreement. Any successor to the Seller that is not at
that time a Seller of other mortgage loans for the Trust Fund shall be subject
to the approval of the Master Servicer, Xxxxxx Brothers Bank, FSB, 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
Xxxxxx Brothers Bank, 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 Seller under this Agreement. In the event
that the Seller’s duties, responsibilities and liabilities under this Agreement
should be terminated pursuant to the aforementioned sections, the Seller 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 Seller pursuant to the aforementioned sections shall not become
effective until a successor shall be appointed pursuant to this Section 11.04
and shall in no event relieve the Seller of the representations and warranties
made pursuant to Article X shall be applicable to the Seller notwithstanding
any
such resignation or termination of the Seller, 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 Seller 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 Seller shall cooperate with the Trustee and the
Master Servicer, as applicable, and such successor in effecting the termination
of the Seller’s responsibilities and rights hereunder and the transfer of
servicing responsibilities to the successor Seller, 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 Seller to the Custodial
Account or any Escrow Account or thereafter received with respect to the
Mortgage Loans.
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Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Trustee, the Seller 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 Seller under this Agreement, whereupon such
successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Seller, with like effect
as
if originally named as a party to this Agreement. Any termination or resignation
of the Seller or termination of this Agreement pursuant to Sections 11.01 or
11.03 shall not affect any claims that the Master Servicer or the Trustee may
have against the Seller arising out of the Seller’s actions or failure to act
prior to any such termination or resignation.
The
Seller shall deliver within three (3) Business Days to the successor seller
the
funds in the Custodial Account and Escrow Account and all Mortgage Loan
Documents and related documents and statements held by it hereunder and the
Seller 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 Seller.
Upon
a
successor’s acceptance of appointment as such, the Seller 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 or removal of the Seller or resignation of the Seller 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 Seller 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 Seller from its own funds without
reimbursement.
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35.
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The
second sentence of Section 12.03 (Entire Agreement; Amendment) is
hereby
amended and restated in its entirety as
follows:
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This
Agreement may be amended from time to time by written agreement signed by the
Seller and the Purchaser, with the written consent of the Master Servicer,
NIMS
Insurer and the Trustee.
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36.
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A
new Section 12.10 (Intended Third Party Beneficiaries) is hereby
added to
read as follows:
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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, 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 Seller
shall have the same obligations to the Master Servicer, the Depositor and the
Trustee as if they were parties to this Agreement, and the Master Servicer,
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
Seller 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, the Depositor 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.
A-14
|
37.
|
Exhibit
8 (Servicing Criteria to be Addressed in Assessment of Compliance)
is
hereby amended by inserting Exhibit G, attached hereto, in its place.
|
A-15
EXHIBIT
B
LBH
Purchase Agreements
[Intentionally
Omitted]
B-1
EXHIBIT
C
Flow
Agreement
See
Exhibit 99.3
C-1
Exhibit
D
Mortgage
Loans
[Intentionally
Omitted]
D-1
EXHIBIT
E-1
STANDARD
LAYOUT FOR MONTHLY REMITTANCE ADVICE
|
FIELD
NAME
|
DESCRIPTION
|
FORMAT
|
|
INVNUM
|
INVESTOR
LOAN NUMBER
|
Number
no decimals
|
|
SERVNUM
|
SERVICER
LOAN NUMBER, REQUIRED
|
Number
no decimals
|
|
BEGSCHEDBAL
|
BEGINNING
SCHEDULED BALANCE FOR SCHED/SCHED
|
Number
two decimals
|
|
BEGINNING
TRAIL BALANDE FOR ACTUAL/ACTUAL,
|
||
|
REQUIRED
|
||
|
SCHEDPRIN
|
SCHEDULED
PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
|
ACTUAL
PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
|
||
|
REQUIRED,
.00 IF NO COLLECTIONS
|
||
|
CURT1
|
CURTAILMENT
1 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
CURT1DATE
|
CURTAILMENT
1 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
|
CURT1ADJ
|
CURTAILMENT
1 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
CURT2
|
CURTAILMENT
2 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
CURT2DATE
|
CURTAILMENT
2 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
|
CURT2ADJ
|
CURTAILMENT
2 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
LIQPRIN
|
PAYOFF,
LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
OTHPRIN
|
OTHER
PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
PRINREMIT
|
TOTAL
PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
INTREMIT
|
NET
INTEREST REMIT, INCLUDE PAYOFF INTEREST,
|
Number
two decimals
|
|
.00
IF NOT APPLICABLE
|
||
|
TOTREMIT
|
TOTAL
REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
ENDSCHEDBAL
|
ENDING
SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
|
ENDING
TRIAL BALANCE FOR ACTUAL/ACTUAL
|
||
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||
|
ENDACTBAL
|
ENDING
TRIAL BALANCE
|
Number
two decimals
|
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||
|
ENDDUEDATE
|
ENDING
ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT
|
DD-MMM-YY
|
|
ACTCODE
|
60
IF PAIDOFF, BLANK IF NOT APPLICABLE
|
Number
no decimals
|
|
ACTDATE
|
ACTUAL
PAYOFF DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
|
INTRATE
|
INTEREST
RATE, REQUIRED
|
Number
seven decimals
|
|
Example
.0700000 for 7.00%
|
||
|
SFRATE
|
SERVICE
FEE RATE, REQUIRED
|
Number
seven decimals
|
|
Example
.0025000 for .25%
|
||
|
PTRATE
|
PASS
THRU RATE, REQUIRED
|
Number
seven decimals
|
|
Example
.0675000 for 6.75%
|
||
|
PIPMT
|
P&I
CONSTANT, REQUIRED
|
Number
two decimals
|
|
.00
IF PAIDOFF
|
E-1-1
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
12=
Chapter 12 filed
|
11=
Chapter 11 filed
13=
Chapter 13 filed
|
Chapter
of bankruptcy filed.
|
|
Bankruptcy
flag
|
VARCHAR2(2)
|
Y=Active
Bankruptcy
|
N=No
Active Bankruptcy
|
Servicer
defined indicator that identifies that the property is an asset in
an
active bankruptcy case.
|
|
Bankruptcy
Case Number
|
VARCHAR2(15)
|
|
|
The
court assigned case number of the bankruptcy filed by a party with
interest in the property.
|
|
MI
claim amount paid
|
NUMBER(15,2)
|
|
|
The
amount paid to the servicer by the PMI company as a result of submitting
an MI claim.
|
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
|
N=Less
than 90 days delinquent
|
Servicer
defined indicator that identifies that the loan is delinquent but
is not
involved in loss mitigation, foreclosure, bankruptcy or
REO.
|
|
Foreclosure
flag
|
VARCHAR2(2)
|
Y=Active
foreclosure
|
N=No
active foreclosure
|
Servicer
defined indicator that identifies that the loan is involved in foreclosure
proceedings.
|
|
Corporate
expense balance
|
NUMBER(10,2)
|
|
|
Total
of all cumulative expenses advanced by the servicer for non-escrow
expenses such as but not limited to: FC fees and costs, bankruptcy
fees
and costs, property preservation and property
inspections.
|
E-2-2
|
Foreclosure
attorney referral date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the loan was referred to local counsel to begin foreclosure
proceedings.
|
|
Foreclosure
valuation amount
|
NUMBER(15,2)
|
|
|
Value
obtained during the foreclosure process. Usually as a result of a
BPO and
typically used to calculate the bid.
|
|
Foreclosure
valuation date
|
DATE(MM/DD/YYYY)
|
|
|
Date
that foreclosure valuation amount was completed by vendor or property
management company.
|
|
Foreclosure
valuation source
|
VARCHAR2(80)
|
BPO=
Broker's Price Opinion
|
Appraisal=Appraisal
|
Name
of vendor or management company that provided the foreclosure valuation
amount.
|
|
FHA
27011A transmitted date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the FHA 27011A claim was submitted to HUD.
|
|
FHA
27011 B transmitted date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the FHA 27011B claim was submitted to HUD.
|
|
VA
LGC/ FHA Case number
|
VARCHAR2(15)
|
|
|
Number
that is assigned individually to the loan by either HUD or VA at
the time
of origination. The number is located on the Loan Guarantee Certificate
(LGC) or the Mortgage Insurance Certificate (MIC).
|
|
FHA
Part A funds received date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that funds were received from HUD as a result of transmitting
the
27011A claim.
|
|
Foreclosure
actual sale date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the foreclosure sale was held.
|
|
Servicer
loan number
|
VARCHAR2(15)
|
|
|
Individual
number that uniquely identifies loan as defined by
servicer.
|
|
Loan
type
|
VARCHAR2(2)
|
1=FHA
Residential
3=Conventional
w/o PMI
5=FHA
Project
7=HUD
235/265
9=Farm
Loan
S=Sub
prime
|
2=VA
Residentia
4=Commercial
6=Conventional
w/PMI
8=Daily
Simple Interest Loan
U=Unknown
|
Type
of loan being serviced generally defined by the existence of certain
types
of insurance (i.e.: FHA, VA, conventional insured, conventional uninsured,
SBA, etc.).
|
|
Loss
mit approval date
|
DATE(MM/DD/YYYY)
|
|
|
The
date determined that the servicer and mortgagor agree to pursue a
defined
loss mitigation alternative.
|
E-2-3
|
Loss
mit flag
|
VARCHAR2(2)
|
Y=
Active loss mitigation
|
N=No
active loss mitigation
|
Servicer
defined indicator that identifies that the loan is involved in completing
a loss mitigation alternative.
|
|
Loss
mit removal date
|
DATE(MM/DD/YYYY)
|
|
|
The
date that the mortgagor is denied loss mitigation alternatives or
the date
that the loss mitigation alternative is completed resulting in a
current
or liquidated loan.
|
|
Loss
mit type
|
VARCHAR2(2)
|
L=
Loss Mitigation
NP=Pending
non-performing sale
DI=
Deed in lieu
MO=Modification
SH=Short
sale
|
LT=Litigation
pending
CH=
Charge off
FB=
Forbearance plan
PC=Partial
claim
VA=VA
refunding
|
The
defined loss mitigation alternative identified on the loss mit approval
date.
|
|
Loss
mit value
|
NUMBER(10,2)
|
|
|
Value
obtained typically from a BPO prior to foreclosure sale intended
to aid in
the completion of loss mitigation activity.
|
|
Loss
mit value date
|
DATE(MM/DD/YYYY)
|
|
|
Name
of vendor or management company that provided the loss mitigation
valuation amount.
|
|
Loss
mit value source
|
VARCHAR2(15)
|
BPO=
Broker's Price Opinion
|
Appraisal=Appraisal
|
Date
that the loss 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
U=Unknown
|
T=Tenant
occupied
V=Vacant
|
The
most recent status of the property regarding who if anyone is occupying
the property. Typically a result of a routine property
inspection.
|
|
First
Vacancy date/ Occupancy status date
|
DATE(MM/DD/YYYY)
|
|
|
The
date that the most recent occupancy status was determined. Typically
the
date of the most recent property inspection.
|
|
Original
loan amount
|
NUMBER(10,2)
|
|
|
Amount
of the contractual obligations (i.e.: note and mortgage/deed of
trust).
|
E-2-4
|
Original
value amount
|
NUMBER(10,2)
|
|
|
Appraised
value of property as of origination typically determined through
the
appraisal process.
|
|
Origination
date
|
DATE(MM/DD/YYYY)
|
|
|
Date
that the contractual obligations (i.e.: note and mortgage/deed of
trust)
of the mortgagor was executed.
|
|
FHA
Part B funds received date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that funds were received from HUD as a result of transmitting
the
27011B claim.
|
|
Post
petition due date
|
DATE(MM/DD/YYYY)
|
|
|
The
post petition due date of a loan involved in a chapter 13
bankruptcy.
|
|
Property
condition
|
VARCHAR2(2)
|
1=
Excellent
3=Average
5=Poor
|
2=Good
4=Fair
6=Very
poor
|
Physical
condition of the property as most recently reported to the servicer
by
vendor or property management company.
|
|
Property
type
|
VARCHAR2(2)
3=Condo
6=Prefabricated
7=Mobile
home
A=Church
O=Co-op
CT=Condotel
|
1=Single
family
4=Multifamily
B=Commercial
U=Unknown
P=PUD
M=Manufactured
housing
MU=Mixed
use
|
2=Town
house
5=Other
C=Land
only
D=Farm
R=Row
house
24=
2-4 family
|
Type
of property secured by mortgage such as: single family, 2-4 unit,
etc.
|
|
Reason
for default
|
VARCHAR2(3)
|
001=Death
of principal mtgr
003=Illness
of mtgr's family member
004=Death
of mtgr's family member
006=Curtailment
of income
008=Abandonment
of property
011=Property
problem
013=Inability
to rent property
015=Other
017=Business
failure
022=Energy-Environment
costs
026=
Payment adjustment
029=Transfer
ownership pending
031=Unable
to contact borrower
|
002=Illness
of principal mtgr
005=Marital
difficulties
007=Excessive
obligations
009=Distant
employee transfer
012=Inability
to sell property
014=Military
service
016=Unemployment
019=Casualty
loss
023=
Servicing problems
027=Payment
dispute
030=Fraud
INC=Incarceration
|
Cause
of delinquency as identified by mortgagor.
|
|
REO
repaired value
|
NUMBER(10,2)
|
|
|
The
projected value of the property that is adjusted from the "as is"
value
assuming necessary repairs have been made to the property as determined
by
the vendor/property management
company.
|
E-2-5
|
REO
list price adjustment amount
|
NUMBER(15,2)
|
|
|
The
most recent listing/pricing amount as updated by the servicer for
REO
properties.
|
|
REO
list price adjustment date
|
DATE(MM/DD/YYYY)
|
|
|
The
most recent date that the servicer advised the agent to make an adjustment
to the REO listing price.
|
|
REO
value (as is)
|
NUMBER(10,2)
|
|
|
The
value of the property without making any repairs as determined by
the
vendor/property management company.
|
|
REO
actual closing date
|
DATE(MM/DD/YYYY)
|
|
|
The
actual date that the sale of the REO property closed
escrow.
|
|
REO
flag
|
VARCHAR2(7)
|
Y=Active
REO
|
N=No
active REO
|
Servicer
defined indicator that identifies that the property is now Real Estate
Owned.
|
|
REO
original list date
|
DATE(MM/DD/YYYY)
|
|
|
The
initial/first date that the property was listed with an agent as
an
REO.
|
|
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.
|
E-2-6
|
Repay
plan broken/reinstated/closed date
|
DATE(MM/DD/YYYY)
|
|
|
The
servicer defined date upon which the servicer considers that the
plan is
no longer in effect as a result of plan completion or mortgagor's
failure
to remit payments as scheduled.
|
|
Repay
plan created date
|
DATE(MM/DD/YYYY)
|
|
|
The
date that both the mortgagor and servicer agree to the terms of a
forbearance or repayment plan.
|
|
SBO
loan number
|
NUMBER(9)
|
|
|
Individual
number that uniquely identifies loan as defined by Aurora Master
Servicing.
|
|
Escrow
balance/advance balance
|
NUMBER(10,2)
|
|
|
The
positive or negative account balance that is dedicated to payment
of
hazard insurance, property taxes, MI, etc. (escrow items
only).
|
|
Title
approval letter received date
|
DATE(MM/DD/YYYY)
|
|
|
The
actual date that the title approval was received as set forth in
the HUD
title approval letter.
|
|
Title
package HUD/VA date
|
DATE(MM/DD/YYYY)
|
|
|
The
actual date that the title package was submitted to either HUD or
VA.
|
|
VA
claim funds received date
|
DATE(MM/DD/YYYY)
|
|
|
The
actual date that funds were received by the servicer from the VA
for the
expense claim submitted by the servicer.
|
|
VA
claim submitted date
|
DATE(MM/DD/YYYY)
|
|
|
The
actual date that the expense claim was submitted by the servicer
to the
VA.
|
|
VA
first funds received amount
|
NUMBER(15,2)
|
|
|
The
amount of funds received by the servicer from VA as a result of the
specified bid.
|
|
VA
first funds received date
|
DATE(MM/DD/YYYY)
|
|
|
The
date that the funds from the specified bid were received by the servicer
from the VA.
|
|
VA
XXX submitted date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the Notice of Election to Convey was submitted to the
VA.
|
|
Zip
Code
|
VARCHAR2(5)
|
|
|
U.S.
postal zip code that corresponds to property
location.
|
E-2-7
|
FNMA
Delinquency status code
|
VARCHAR2(3)
24=Drug
seizure
28=Modification
31=Probate
44=Deed-in-lieu
62=VA
no-bid
65=Ch.
7 bankruptcy
|
09=Forbearance
26=Refinance
29=Charge-off
32=Military
indulgence
49=Assignment
63=VA
Refund
66=Ch.
11 bankruptcy
|
17=Preforeclosure
sale
27=Assumption
30=Third-party
sale
43=Foreclosure
61=Second
lien considerations
64=VA
Buydown
67=Ch.
13 bankruptcy
|
The
code that is electronically reported to FNMA by the servicer that
reflects
the current defaulted status of a loan (i.e.: 65, 67, 43 or
44).
|
|
FNMA
delinquency reason code
|
VARCHAR2(3)
|
001=Death
of principal mtgr
003=Illness
of mtgr's family member
005=Marital
difficulties
007=Excessive
obligations
009=Distant
employee transfer
012=Inability
to sell property
014=Military
service
016=Unemployment
019=Casualty
loss
023=
Servicing problems
027=Payment
dispute
030=Fraud
INC=Incarceration
|
002=Illness
of principal mtgr
004=Death
of mtgr's family member
006=Curtailment
of income
008=Abandonment
of property
011=Property
problem
013=Inability
to rent property
015=Other
017=Business
failure
022=Energy-Environment
costs
026=
Payment adjustment
029=Transfer
ownership pending
031=Unable
to contact borrower
|
The
code that is electronically reported to FNMA by the servicer that
describes the circumstance that appears to be the primary contributing
factor to the delinquency.
|
|
Suspense
balance
|
NUMBER(10,2)
|
|
|
Money
submitted to the servicer, credited to the mortgagor's account but
not
allocated to principal, interest, escrow, etc.
|
|
Restricted
escrow balance
|
NUMBER(10,2)
|
|
|
Money
held in escrow by the mortgage company through completion of repairs
to
property.
|
|
Investor
number
|
NUMBER
(10,2)
|
|
|
Unique
number assigned to a group of loans in the servicing system.
|
E-2-8
Exhibit
F
TRANSACTION
PARTIES
Trustee:
U.S. Bank National Association
Securities
Administrator: N/A
Master
Servicer: Aurora Loan Services LLC
Interest
Rate Swap Counterparty: N/A
Cap
Counterparty: Xxxxxx Brothers Special Financing Inc.
Servicer(s):
GreenPoint Mortgage Funding, Inc. and GMAC Mortgage, LLC
Originator(s):
GreenPoint Mortgage Funding, Inc.
Custodian:
U.S. Bank National Association
Seller:
Xxxxxx Brothers Holdings Inc.
F-1
EXHIBIT
G
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”:
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
|
General
Servicing Considerations
|
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
|
Cash
Collection and Administration
|
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
|
Investor
Remittances and Reporting
|
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
|
Pool
Asset Administration
|
|
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements.
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage loans
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
|
|
|
|
|
[NAME
OF COMPANY] [NAME OF SUBSERVICER]
Date:
_________________________
By:
By:
