RECONSTITUTED SERVICING AGREEMENT
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the
31st day of July, 2006, by and between XXXXXX BROTHERS HOLDINGS INC., a Delaware
corporation (the “Seller” or “Xxxxxx Brothers Holdings”), and RESIDENTIAL
FUNDING CORPORATION, a Delaware corporation (the “Servicer” or the “Company”),
having an office at 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx,
Xxxxxxxxx, 00000, recites and provides as follows:
RECITALS
WHEREAS,
the Seller through Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc.,
acquired certain adjustable rate, conventional, first lien residential mortgage
loans from the Servicer, which mortgage loans were either originated or acquired
by the Servicer pursuant to the Sale and Interim Servicing Agreement dated
as of
June 29, 2006 (the “Sale and Servicing Agreement”), which Sale and Servicing
Agreement is annexed as Exhibit B hereto.
WHEREAS,
the Seller has conveyed certain mortgage loans as identified on Exhibit C hereto
(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 July 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 Mortgage Loans are currently being serviced by the Servicer for the Seller
pursuant to the Sale and Servicing Agreement.
WHEREAS,
the Seller desires that the Servicer continue to service the Mortgage Loans
until the Servicing Transfer Date (as defined below), and the Servicer has
agreed to do so and subject to the other conditions set forth
herein.
WHEREAS,
the Seller and the Servicer agree that the provisions of the Sale and Servicing
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 until
August 1, 2006 (the “Servicing Transfer Date”).
WHEREAS,
the Seller and the Servicer agree that on and after the Servicing 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 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:
1
AGREEMENT
1. Definitions.
Capitalized terms used and not defined in this Agreement, including Exhibit
A
hereto, shall have the meanings ascribed to such terms in the Sale and Servicing
Agreement.
2. Custodianship.
The
parties hereto acknowledge that Xxxxx Fargo Bank, National Association will
act
as custodian of the Mortgage Files for the Trustee pursuant to a Custodial
Agreement, dated July 1, 2006, between Xxxxx Fargo Bank, National Association
and the Trustee.
3. Servicing.
The
Servicer agrees, with respect to the Mortgage Loans, to perform and observe
the
duties, responsibilities and obligations that are to be performed and observed
under the provisions of the Sale and Servicing Agreement, except as otherwise
provided herein and on Exhibit A hereto, and that the provisions of the Sale
and
Servicing Agreement, as so modified, are and shall be a part of this Agreement
to the same extent as if set forth herein in full. The Seller acknowledges
that
all of its rights and obligations as Owner under the Sale and Servicing
Agreement as reconstituted herein pursuant to this Agreement shall continue
in
full force and effect. The parties hereto acknowledge and agree that the
Servicing Transfer Date with respect to the Mortgage Loans is August 1, 2006.
On
such date, the Servicer shall transfer all servicing of the Mortgage Loans
in
accordance with the Sale and Servicing Agreement to the successor servicer
designated by the Seller. The Seller has designated GMAC Mortgage Corporation
to
act as the servicer of the Mortgage Loans on and after the Servicing Transfer
Date and to service such Mortgage Loans pursuant to a servicing agreement,
dated
as of the date hereof, among GMAC Mortgage Corporation, the Master Servicer
and
the Seller.
4. Master
Servicing; Termination of Servicer.
The
Servicer 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 LXS 2006-12N Trust Fund (the
“Trust Fund”) created pursuant to the Trust Agreement, shall have the same
rights as the Seller under the Sale and Servicing Agreement to enforce the
obligations of the Servicer under the Sale and Servicing Agreement and the
term
“Initial Owner” or “Owner” as used in the Sale and Servicing Agreement in
connection with any such rights of the Initial Owner or Owner 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 terminate the rights and obligations of the
Servicer under this Agreement upon the Servicing Transfer Date. Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer assume
any of the obligations of the Seller under the Sale and Servicing Agreement
and
in connection with the performance of the Master Servicer’s duties hereunder,
the parties and other signatories hereto agree that the Master Servicer shall
be
entitled to all of the rights, protections and limitations of liability afforded
to the Master Servicer under the Trust Agreement.
5. 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 (other than the
representation and warranties made by the Servicer in Section 2.04 of the Sale
and Servicing Agreement as of the date of the sale from the Company to the
Seller).
6. 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.
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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
Attention:
Xxxxxx X. Xxxxxx - Master Servicing, LXS 0000-00X
Telephone:
(000) 000-0000
Telecopier:
(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
ABA#:
000-000-000
Account
Name: Aurora
Loan Services LLC, Master Servicing Payment
Clearing
Account
Account
No.: 066-611059
Beneficiary:
Aurora Loan Services LLC
For
further credit to: LXS 2006-12N
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
One
Federal Street
Boston,
M.A. 02110
Attention: Corporate
Trust Services
Reference:
LXS
0000-00X
Telephone: (000)
000-0000
Telecopier: (000)
000-0000
All
notices required to be delivered to the Seller hereunder shall be delivered
to
the Seller at the following address:
Xxxxxx
Brothers Holdings Inc.
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxx
Telephone:
(000) 000-0000
E-mail:
xxxxxxx@xxxxxx.xxx
3
With
a
copy to:
Dechert
LLP
0000
Xxxx
Xxxxxx
Xxxxxxxxxxxx,
XX 00000
Attention:
Xxxxxx X. Xxxxxxx, Esq.
All
notices required to be delivered to the Servicer hereunder shall be delivered
to
the Servicer at the following address:
Residential
Funding Corporation
0000
Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx
000
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Attention:
Office of the President
and:
Residential
Funding Corporation
0000
X.
Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx,
Xxxxxxxxxx 00000
Attention:
Servicing Manager
7. 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.
8. 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.
9. Reconstitution.
The
Seller and the Servicer agree that this Agreement is a “Reconstitution
Agreement” and that the date hereof is the “Reconstitution Date”, each as
defined in the Sale and Servicing Agreement
[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
4
Executed
as of the day and year first above written.
XXXXXX
BROTHERS HOLDINGS INC.,
as
Seller
By:
Name:
Xxxxx Xxxxxxx
Title:
Authorized Signatory
RESIDENTIAL
FUNDING CORPORATION,
as
Servicer
By:
Name:
Title:
Acknowledged
By:
AURORA
LOAN SERVICES LLC,
as
Master
Servicer
By:
Name: Xxxxxx
X.
Xxxxxx
Title:
Vice
President
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U.S.
BANK NATIONAL ASSOCIATION
as
Trustee and not individually
|
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By:
Name:
Xxxxx X. Xxxxxx
Title:
Vice
President
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EXHIBIT
A
Modifications
to the Sale and Servicing Agreement
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1.
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New
definitions of “Certificate” and “Code” are hereby added to Article 1
immediately following the definition of “Business Day” to read as
follows:
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Certificate:
shall
have the meaning given to such term in the Trust Agreement.
Code:
the
Internal Revenue Code of 1986, as amended, and as it may be further amended
from
time to time, any successor statutes thereto, and applicable U.S. Department
of
Treasury regulations issued pursuant thereto in temporary or final
form.
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2.
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Solely
in the event that the Servicer has not transferred, on or prior to
five
Business Days after the Servicing Transfer Date (the “Account
Establishment Date”), any of the amounts which are referenced in the first
sentence of the fourth paragraph of Section 4.02, the definition
of
“Custodial Account” in Article I shall be amended as of such date as
follows:
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the
words
“in trust for Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc.,
Residential Mortgage Loans, Group No. 2006-FLOW” in the third and fourth lines
of such definition shall be replaced by the following: “in trust for LXS
2006-12N Trust Fund and various Mortgagors”.
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3.
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The
definition of “Custodial Agreement” in Article I is hereby amended in its
entirety to read as follows:
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Custodial
Agreement:
means
the Custodial Agreement dated July 1, 2006, between Xxxxx Fargo Bank, National
Association, as custodian, and the Trustee.
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4.
|
A
new definition of “Custodian” is hereby added to Article 1 immediately
following the definition of “Custodial Agreement” to read as
follows:
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Custodian:
means
Xxxxx Fargo Bank, National Association.
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5.
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The
definition of “Eligible Investments” in Article I is hereby amended 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 Servicing Transfer
Date:
(i) direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
(ii) federal
funds, or demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories and the Trustee or any agent of the
Trustee, acting in its respective commercial capacity) incorporated or organized
under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking authorities, so
long
as at the time of investment or the contractual commitment providing for such
investment the commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency (as defined in the Trust Agreement) in its highest
short-term rating category or one of its two highest long-term rating
categories;
A-1
(iii) repurchase
agreements collateralized by Direct Obligations or securities guaranteed by
GNMA, Xxxxxx Mae 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 either 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 (as defined in the Trust Agreement);
(vii) certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(viii) any
other
demand, money market, common trust fund or time deposit or obligation, or
interest-bearing or other security or investment, (A) rated in the highest
rating category by each Rating Agency or (B) that 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 (1) a right to receive only interest
payments with respect to the obligations underlying such instrument or
(2) 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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6.
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Solely
in the event that the Servicer has not transferred, on or prior to
five
Business Days after the Servicing Transfer Date (the “Account
Establishment Date”), any of the amounts which are referenced in the first
sentence of the fourth paragraph of Section 4.02, the definition
of
“Escrow Account” in Article I shall be amended as of such date as
follows:
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the
words
“in trust for Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc.,
Residential Mortgage Loans, Group No. 2006-FLOW” in the third and fourth lines
of such definition shall be replaced by the following: “in trust for LXS
2006-12N Trust Fund and various Mortgagors”.
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7.
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A
new definition of “GNMA” is hereby added to Article I immediately
following the definition of “Xxxxxx Mae Guides” to read as
follows:
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GNMA:
The
Government National Mortgage Association, or any successor thereto.
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8.
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The
definition of “Master Servicer” in Article I is hereby amended in its
entirety to read as follows:
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Master
Servicer:
Aurora
Loan Services LLC, a Delaware corporation, as master servicer pursuant to the
provisions of the Trust Agreement, together with any successor master servicer
appointed pursuant to the provisions of the Trust Agreement.
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9.
|
The
definition of “Mortgage Loan” in Article I is hereby amended in its
entirety to read as follows:
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“Mortgage
Loan”:
An
individual Mortgage Loan which has been purchased from the Company by the Seller
and is subject to this Agreement being identified on the Mortgage Loan Schedule
to this Agreement, which Mortgage Loan includes all rights, benefits, proceeds
and obligations arising therefrom, including, without limitation, the Mortgage
File, the Monthly Payments, Liquidation Proceeds, Condemnation Proceeds,
Servicing Rights and all other rights.
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10.
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The
definition of “Mortgage Loan Schedule” in Article I is hereby amended in
its entirety to read as follows:
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A-3
“Mortgage
Loan Schedule”:
The
schedule of Mortgage Loans attached as Exhibit C to this Agreement setting
forth
certain information with respect to the Mortgage Loans purchased from the
Company by the Seller pursuant to the Sale and Servicing Agreement.
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11.
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Solely
in the event that the Servicer has not transferred, on or prior to
five
Business Days after the Servicing Transfer Date (the “Account
Establishment Date”), any of the amounts which are referenced in the first
sentence of the fourth paragraph of Section 4.02, the definition
of
“Qualified Depository” in Article I shall be amended as of such date 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 S&P, or whose
long-term unsecured debt obligations are rated at least “AA-” by S&P if the
deposits are to be held in the account for no more than 365 days or whose
commercial paper, short-term debt obligations, demand deposits, or other
short-term deposits are rated at least “A-2” by S&P, if the amounts on
deposit are to be held in the account for no more than 30 days and are not
intended to be used as credit enhancement, 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,
FSB, a federal savings bank.
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12.
|
A
new definition of “SASCO” is hereby added to Article 1 immediately
following the definition of “Request for Release” to read as
follows:
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SASCO:
Structured Asset Securities Corporation, a Delaware special purpose
corporation.
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13.
|
New
definitions of “Trust Agreement,” “Trustee,” “Trust Fund” and “Trust
REMIC” are hereby added to Article 1 immediately following the definition
of “Trade Confirmation” to read as
follows:
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Trust
Agreement:
means
that certain trust agreement, dated as of July 1, 2006, among the Trustee,
the
Master Servicer, and SASCO, as depositor.
Trustee:
U.S.
Bank National Association, as trustee under the Trust Agreement.
Trust
Fund:
the LXS
2006-12N Trust Fund created pursuant to the Trust Agreement
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14.
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Section
2.04(b) (Representations and Warranties of the Company) is hereby
amended
by:
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(i)
|
adding
the phrase “and the Master Servicer” after the phrase “inure to the
benefit of the Initial Owner” in the paragraph immediately following
clause (lvi) of such Subsection. .
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15.
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Section
3.02 (Company to Act as Interim Servicer) is hereby amended by adding
the
following to the end of such Section to read as follows:
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Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not
make
or permit any modification, waiver or amendment of any term of any Mortgage
Loan
that would cause any REMIC created under the Trust Agreement to fail to qualify
as a REMIC or result in the imposition of any tax under Section 860F(a) or
Section 860G(d) of the Code.
A-4
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16.
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The
parties hereto acknowledge that Cut-off Date referenced in Section
4.06
shall mean the close of business on July 1,
2006.
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17.
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Section
4.02 (Reporting and Remittance) is hereby amended by adding the following
to the end of such Section:
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All
remittances required to be made pursuant to this Section 4.02 shall be made
to
the Master Servicer 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: Aurora Loan Services, LXS 2006-10N
The
Company shall deliver or cause to be delivered to the Master Servicer executed
copies of the custodial and escrow account letter agreements pursuant to
Sections 4.06 and 4.08 within 30 days of the Account Establishment Date, to
the
extent any such accounts were required to be established after the Servicing
Transfer Date.
For
the
avoidance of doubt, beginning with calendar year 2007, the Company 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 Company 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 pursuant to any applicable law
with respect to the Mortgage Loans and the transactions contemplated hereby.
In
addition, the Company shall provide the Master Servicer with such information
concerning the Mortgage Loans as is necessary for the Master Servicer to prepare
the Trust Fund’s federal income tax return as the Master Servicer may reasonably
request from time to time.
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18.
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Section
2.01 of
the Regulation AB Compliance Addendum
(Intent of the Parties; Reasonableness) is hereby amended as follows:
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(a) The
first paragraph of such subsection is amended by (1) replacing the words “the
Initial Owner and any Depositor” with “the Trust Fund, the Depositor, the
Trustee and the Master Servicer” and (2) by replacing the words “the Initial
Owner or any Depositor” with “the Trust Fund, the Depositor, the Trustee or the
Master Servicer”; and
(b) The
second paragraph of such subsection is amended by (1) replacing the words
“Neither the Initial Owner, any Master Servicer nor any Depositor” with “None of
the Initial Owner, the Trust Fund, the Depositor, the Trustee and the Master
Servicer,” (2) by replacing the words “the Initial Owner, any Master Servicer or
any Depositor” with “the Trust Fund, the Initial Owner, the Depositor, the
Trustee or the Master Servicer” in each instance, (3) by replacing the words
“the Initial Owner and any Master Servicer to deliver to the Initial Owner
(including any of its assignees or designees), any Master Servicer and any
Depositor” with “the Trust Fund, the Depositor, the Trustee or the Master
Servicer to deliver to such party (including any of its assignees or
designees),” (4) by replacing the words “determination
of the Initial Owner, the Master Servicer or any Depositor” with “determination
of the Trust
Fund, the Depositor, the Trustee or the Master Servicer, (5) by replacing the
words “the Initial Owner, such Master Servicer or such Depositor” with “the
Trust Fund, the Depositor, the Trustee or the Master Servicer”, and (6) by
replacing the words “believed
by the Initial Owner or any Depositor “ with “believed by the Trust
Fund, the Depositor, the Trustee or the Master Servicer”.
A-5
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19.
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Section
2.02 of
the Regulation AB Compliance Addendum
(Additional Representations and Warranties of the Company) is hereby
amended as follows:
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(a) by
replacing in its entirety the words in subsection (vii) of Section (b)(i) of
the
Regulation AB Compliance Addendum with the words “there are no affiliations,
relationships or transactions of a type described in Item 1119 of Regulation
AB
relating to the Company or any Subservicer with respect to any party listed
on
Exhibit F hereto.”
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20.
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Section
2.04 of the Regulation AB Compliance Addendum (Servicer Compliance
Statement) is hereby amended by replacing the words “the Initial Owner,
any Master Servicer and any Depositor” and the words “the
Initial Owner, such Master Servicer and such Depositor”
with “the
Trust Fund, the Depositor and the Master Servicer”
in each instance.
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A-6
EXHIBIT
B
Sale
and
Servicing Agreement
See
Exhibit 99.10
B-1
EXHIBIT
C
Mortgage
Loan Schedule
[Intentionally
Omitted]
C-1
EXHIBIT
D
[Reserved]
D-1
EXHIBIT
E
[Reserved]
E-1
EXHIBIT
F
TRANSACTION
PARTIES
Trustee:
U.S. Bank National Association
Securities
Administrator: N/A
Master
Servicer: Aurora Loan Services LLC
Credit
Risk Manager: N/A
PMI
Insurer: N/A
Interest
Rate Swap Counterparty: IXIS
Financial Products Inc.
Interest
Rate Cap Counterparty: Xxxxxx Brothers Special Financing Inc.
Servicers:
Aurora Loan Services LLC, Countrywide Home Loans Servicing LP, GMAC Mortgage
Corporation, IndyMac Bank, F.S.B and Residential Funding
Corporation
Originators:
Xxxxxx Brothers Bank, FSB, American Home Mortgage Corp., American Sterling
Bank,
Countrywide Home Loans, Inc., First National Bank of Nevada, GMAC Mortgage
Corporation, GreenPoint Mortgage Funding, Inc., IndyMac Bank, F.S.B, Pinnacle
Financial Corporation, Platinum Community Bank, F.S.B. and Residential Funding
Corporation
Custodian:
Deutsche Bank National Trust Company, LaSalle Bank National Association, U.S.
Bank National Association and Xxxxx Fargo Bank, N.A.
Seller:
Xxxxxx Brothers Holdings Inc.
F-1
