RECONSTITUTED SERVICING AGREEMENT
RECONSTITUTED
SERVICING AGREEMENT
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”) entered into as of the 1st
day of September, 2006, by and between XXXXXX BROTHERS HOLDINGS INC., a Delaware
corporation (the “Seller” or “Xxxxxx Holdings”) and NATIONAL CITY MORTGAGE CO.,
an Ohio corporation (referred to herein as the “Servicer”), and acknowledged by
AURORA LOAN SERVICES LLC, a Delaware limited liability company, as Master
Servicer under the Trust Agreement (as defined herein), and HSBC BANK USA,
NATIONAL ASSOCIATION, as trustee under the Trust Agreement (the “Trustee”),
recites and provides as follows:
WHEREAS,
all of the mortgage loans are currently being serviced by the Servicer pursuant
to a Flow Purchase Warranties and Servicing Agreement dated as of August 1,
2001
(for Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-1)
(the
“Seller’s Warranties and Servicing Agreement”), between Xxxxxx Brothers Bank, as
purchaser, and the Servicer, as seller, as amended by Amendment No. 1 dated
November 21, 2001 (“Amendment Xx. 0”), Xxxxxxxxx Xx. 0 dated October 25, 2002
(“Amendment No. 2”), Amendment No. 3 dated January 14, 2003 (“Amendment No. 3”)
and Amendment Reg AB dated September 15, 0000 (“Xxxxxxxxx Xxx XX”) (the Seller’s
Warranties and Servicing Agreement, Amendment Xx. 0, Xxxxxxxxx Xx. 0, Xxxxxxxxx
Xx. 0 and Amendment Reg AB thereto, each annexed hereto as part of Exhibit
B,
shall hereinafter collectively be referred to as the “SWSA”.
1. Definitions.
Capitalized terms used and not defined in this Agreement, including Exhibit
A
hereto and any provisions of the SWSA incorporated by reference herein
(regardless if such terms are defined in the SWSA), shall have the meanings
ascribed to such terms in the Trust Agreement.
2. Custodianship.
The
parties hereto acknowledge that U.S. Bank National Association will act as
custodian of the Serviced Mortgage
Files
for the Trustee pursuant to the Custodial Agreement dated as of September
1, 2006,
by and
between U.S. Bank National Association and the Trustee.
3. Servicing.
The
Servicer agrees, with respect to the Serviced Mortgage Loans, to perform and
observe the duties, responsibilities and obligations that are to be performed
and observed under the provisions of the SWSA, except as otherwise provided
herein and on Exhibit A hereto, and that the provisions of the SWSA, as so
modified, are and shall be a part of this Agreement to the same extent as if
set
forth herein in full.
4. Trust
Cut-off Date.
The
parties hereto acknowledge that by operation of Section 4.05 and Section 5.01
of
the SWSA, the remittance on September 18, 2006 to the Trust Fund is to include
principal due after September 1, 2006 (the “Trust Cut-off Date”) plus interest,
at the Mortgage Loan Remittance Rate collected during the related Due Period
exclusive of any portion thereof allocable to a period prior to the Trust
Cut-off Date, with the adjustments specified in clauses (b), (c) and (d) Section
5.01 of the SWSA.
2
5. Master
Servicing; Termination of Servicer.
The
Servicer, including any successor servicer hereunder, shall be subject to the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
ensure that the Servicer services the Serviced Mortgage Loans in accordance
with
the provisions of this Agreement. The Master Servicer, acting on behalf of
the
Trustee and the LMT 2006-6 Trust Fund (the “Trust Fund”) created pursuant to the
Trust Agreement, shall have the same rights as Xxxxxx Brothers Bank under the
SWSA to enforce the obligations of the Servicer under the SWSA and the term
“Purchaser” as used in the SWSA in connection with any rights of the Purchaser
shall refer to the Trust Fund or, as the context requires, the Master Servicer
acting in its capacity as agent for the Trust Fund, except as otherwise
specified in Exhibit A hereto. The Master Servicer shall be 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
X
of the SWSA. Notwithstanding anything herein to the contrary, in no event shall
the Master Servicer assume any of the obligations of Xxxxxx Brothers Bank under
the SWSA 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 Serviced
Mortgage Loans (other than those representations and warranties made by the
Servicer in Section 3.01 of the SWSA) in connection with the transactions
contemplated by the Trust Agreement and issuance of the Certificates issued
pursuant thereto.
7. Notices.
All
notices and communications between or among the parties hereto (including any
third party beneficiary thereof) or required to be provided to the Trustee
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 LMT 2006-6
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
3
All
remittances required to be made to the Master Servicer under this Agreement
shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan
Chase Bank, N.A.
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: LMT 2006-6
All
notices required to be delivered to the Trustee hereunder shall be delivered
to
the Trustee at the following address:
HSBC
Bank USA, National Association
000
Xxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attention:
Corporate
Trust & Loan Agency (LMT 2006-6)
Telephone:
(000) 000-0000
Facsimile:
(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:
Contract Finance - LMT 2006-6
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
notices required to be delivered to the Servicer hereunder shall be delivered
to
its office at the address for notices as set forth in the SWSA.
8. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
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.
4
10. Termination.
Upon
the termination of the Trust Fund pursuant to Article VII of the Trust
Agreement, this Agreement shall terminate, and thereafter, the Mortgage Loans
shall be serviced in accordance with the terms of the SWSA. In the event that
the SWSA was terminated prior to the termination of the Trust Fund, the Servicer
and the Master Servicer shall enter into a replacement servicing agreement
with
respect to the Mortgage Loans, which agreement shall be similar to the SWSA
in
all material respects. In the event that the Master Servicer and the Servicer
fail to enter into a replacement servicing agreement promptly after the
termination of the Trust Fund, the Master Servicer may transfer the servicing
of
the Mortgage Loans to a third party servicer at its sole discretion; provided
that the Mortgage Loans shall be serviced in accordance with the terms of this
Agreement until such time the servicing of the Mortgage Loans has been
transferred to such third-party servicer.
5
Executed
as of the day and year first above written.
XXXXXX
BROTHER HOLDINGS INC.,
as
Seller
By:
/s/ Xxxxx X. Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
Authorized Signatory
NATIONAL
CITY MORTGAGE CO.,
as
Servicer
By:
/s/ Xxxxxxx Xxxx
Name:
Xxxxxxx Xxxx
Title:
Assistant Vice President
Acknowledged:
AURORA
LOAN SERVICES LLC,
as Master Servicer
as Master Servicer
By:
/s/ Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Vice President
HSBC
BANK USA, NATIONAL ASSOCIATION,
as Trustee and not individually
as Trustee and not individually
By:
/s/ Xxxxxxxx Xxxxxxx
Name:
Xxxxxxxx Xxxxxxx
Title:
Vice President
EXHIBIT
A
Modifications
to the SWSA
1.
|
Unless
otherwise specified herein, any provisions of the SWSA, including
definitions, relating to (i) representations and warranties relating
to
the Mortgage Loans and not relating to the servicing of the Mortgage
Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan
and
Pass-Through Transfers and Reconstitution, and (iv) Assignments of
Mortgage (except for Section 12.09 thereof), shall be disregarded
for
purposes relating to this Agreement. The exhibits to the SWSA and
all
references to such exhibits shall also be
disregarded.
|
2.
|
The
definition of “Custodial Agreement” in Article I is hereby amended in its
entirety to read as follows:
|
“Custodial Agreement”
means
the custodial agreement dated as of September 1, 2006, by and between the
Custodian and the Trustee.
3.
|
The
definition of “Custodian” in Article I is hereby amended in its entirety
to read as follows:
|
“Custodian
means
U.S. Bank National Association and any of its successors and
assigns.
4.
|
The
definition of “Eligible Investments” in Article I is hereby amended in its
entirety to read as follows:
|
“Eligible
Investments”:
Any
one or more of the obligations and securities listed below which investment
provides for a date of maturity not later than the Determination Date in each
month:
(i) direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
(ii) federal
funds, or demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories, 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;
A-1
(iii) repurchase
agreements collateralized by Direct Obligations or securities guaranteed by
GNMA, 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 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;
(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. 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.
5.
|
The
definition of “GNMA” is hereby added to Article I to immediately follow
the definition of “GEMICO”:
|
“GNMA”:
The
Government National Mortgage Association, or any successor thereto.
A-2
6.
|
The
definition of “Monthly Advance” in Article I is hereby amended in its
entirety to read as follows:
|
“Monthly
Advance”:
With
respect to each Remittance Date and each Mortgage Loan, an amount equal to
the
Monthly Payment (with the interest portion of such Monthly Payment adjusted
to
the Mortgage Loan Remittance Rate) that was due on the Mortgage Loan on the
Due
Date in the related Due Period, and that (i) was delinquent at the close of
business on the related Determination Date and (ii) was not the subject of
a
previous Monthly Advance, but only to the extent that such amount is expected,
in the reasonable judgment of the Servicer, to be recoverable from collections
or other recoveries in respect of such Mortgage Loan. To the extent that the
Servicer determines that any such amount is not recoverable from collections
or
other recoveries in respect of such Mortgage Loan, such determination shall
be
evidenced by a certificate of a Servicing Officer delivered to the Master
Servicer setting forth such determination and the procedures and considerations
of the Servicer forming the basis of such determination, which shall include
a
copy of any broker’s price opinion and any other information or reports obtained
by the Servicer which may support such determinations.
7.
|
The
definition of “Mortgage Interest Rate” is hereby amended in its entirety
to read as follows:
|
“Mortgage
Interest Rate”:
The
annual rate of interest borne on a Mortgage Note.
8.
|
The
definition of “Mortgage Loan” in Article I is hereby amended in its
entirety to read as follows:
|
“Mortgage
Loan”:
An
individual servicing retained Mortgage Loan which 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.
9.
|
The
definition of “Mortgage Loan Schedule” in Article I is hereby amended in
its entirety to read as follows:
|
“Mortgage
Loan Schedule”:
The
schedule of Mortgage Loans setting forth certain information with respect to
the
Mortgage Loans, which Mortgage Loan Schedule is attached as Exhibit D to this
Agreement.
10.
|
The
definition of “Opinion of Counsel” in Article I is hereby amended by
adding the following proviso at the end of such
definition:
|
provided
that any Opinion of Counsel relating to (a) qualification of the Mortgage Loans
in a REMIC or (b) compliance with the REMIC Provisions, must be an opinion
of
counsel who (i) is in fact independent of the Servicer and the Master Servicer
of the Mortgage Loans, (ii) does not have any material direct or indirect
financial interest in the Servicer or the Master Servicer of the Mortgage Loans
or in an affiliate of either and (iii) is not connected with the Servicer or
the
Master Servicer of the Mortgage Loans as an officer, employee, director or
person performing similar functions.
A-3
11.
|
The
definition of “Prepayment Interest Shortfall Amount” is hereby amended in
its entirety to read as follows:
|
Prepayment
Interest Shortfall Amount:
With
respect to any Mortgage Loan that was subject to a voluntary (not including
discounted payoffs) Principal Prepayment in full or in part during any Due
Period, which Principal Prepayment was applied to such Mortgage Loan prior
to
such Mortgage Loan’s Due Date in such Due Period, the amount of interest (net of
the related Servicing Fee for Principal Prepayments in full only) that would
have accrued on the amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment was applied to
such
Mortgage Loan and ending on the day immediately preceding such Due Date,
inclusive.
12.
|
The
definition of “Qualified Depository” is hereby amended in its entirety to
read as follows:
|
“Qualified
Depository”:
Any of
(i) a federal or state-chartered depository institution the accounts of which
are insured by the FDIC and whose commercial paper, short-term debt obligations
or other short-term deposits are rated at least “A-1+” by Standard & Poor’s
if the deposits are to be held in the account for less than 30 days, or whose
long-term unsecured debt obligations are rated at least “AA-” by Standard &
Poor’s if the deposits are to be held in the account for more than 30 days, but
no more than 365 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.
13.
|
The
definition of “Qualified GIC” is hereby added to Article I to immediately
follow the definition of “Qualified Depository”, to read as
follows:
|
“Qualified
GIC”:
A
guaranteed investment contract or surety bond providing for the investment
of
funds in the Custodial Account and insuring a minimum, fixed or floating rate
of
return on investments of such funds, which contract or surety bond
shall:
(a) be
an obligation of an insurance company or other corporation whose long-term
debt
is rated by each Rating Agency in one of its two highest rating categories
or,
if such insurance company has no long-term debt, whose claims paying ability
is
rated by each Rating Agency in one of its two highest rating categories, and
whose short-term debt is rated by each Rating Agency in its highest rating
category;
(b) provide
that the Servicer may exercise all of the rights under such contract or surety
bond without the necessity of taking any action by any other
Person;
(c) provide
that if at any time the then current credit standing of the obligor under such
guaranteed investment contract is such that continued investment pursuant to
such contract of funds would result in a downgrading of any rating of the
Servicer, the Servicer shall terminate such contract without penalty and be
entitled to the return of all funds previously invested thereunder, together
with accrued interest thereon at the interest rate provided under such contract
to the date of delivery of such funds to the Trustee;
(d) provide
that the Servicer’s interest therein shall be transferable to any successor
Servicer or the Master Servicer hereunder; and
A-4
(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.
14.
|
The
definition of “Rating Agency” in Article is hereby amended in its entirety
to read as follows:
|
“Rating
Agency”:
Each
of Standard & Poor’s or
Xxxxx’x Investors Service, Inc. or
their
respective successors.
15.
|
The
definition of “Servicing Fee” in Article I is hereby amended in its
entirety to read as follows:
|
“Servicing
Fee”:
An
amount equal to one-twelfth the product of (a) the Servicing Fee Rate and (b)
the outstanding principal balance of the Mortgage Loan. The Servicing Fee is
payable solely from the interest portion (including recoveries with respect
to
interest from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
REO Disposition Proceeds) of such Monthly Payment collected by the Servicer
or
as otherwise provided under this Agreement.
16.
|
The
parties acknowledge that the fourth paragraph of Section 2.02 shall
be
inapplicable to this Agreement.
|
17.
|
The
parties acknowledge that Section 2.03 (Delivery of Documents) shall
be
superceded by the provisions of the applicable Custodial
Agreement.
|
18.
|
Section
3.01(c) (No Conflicts) is hereby amended by deleting the words “the
acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage
Loans to the Purchaser or the transactions contemplated
hereby”.
|
19.
|
Section
3.01(f) (Ability to Perform) is hereby amended by deleting the second
sentence thereof.
|
20.
|
Section
3.01(h) (No Consent Required) is hereby amended by deleting the words
“or
the sale of the Mortgage Loans as evidenced by the consummation of
the
transactions contemplated by this
Agreement”.
|
21.
|
Section
3.01 (i) (Selection Process), Section 3.01 (j) (Pool Characteristics),
Section 3.01 (l) (Sale Treatment), Section 3.01 (n) (No Broker’s Fees’),
Section 3.01 (o) (Origination) and Section 3.01(p) (Fair Consideration)
shall be inapplicable to this
Agreement.
|
22.
|
Section
3.03 (Remedies for Breach of Representations and Warranties) is hereby
amended in its entirety to read as
follows:
|
It
is
understood and agreed that the representations and warranties set forth in
Section 3.01 (a) through (h), (k) and (m) shall survive the engagement of the
Servicer to perform the servicing responsibilities hereunder and the delivery
of
the Servicing Files to the Servicer and shall inure to the benefit of the
Trustee, the Trust Fund and the Master Servicer. Upon discovery by either the
Servicer, the Master Servicer or the Trustee of a breach of any of the foregoing
representations and warranties which materially and adversely affects the
ability of the Servicer to perform its duties and obligations under this
Agreement or otherwise materially and adversely affects the value of the
Mortgage Loans, the Mortgaged Property or the priority of the security interest
on such Mortgaged Property or the interest of the Trustee or the Trust Fund,
the
party discovering such breach shall give prompt written notice to the
other.
A-5
Within
60
days (or in the case of any breach of a representation or warranty set forth
in
Section 2(a) of Amendment Reg AB, five (5) days) of the earlier of either
discovery by or notice to the Servicer of any breach of a representation or
warranty set forth in Section 3.01 which materially and adversely affects the
ability of the Servicer to perform its duties and obligations under this
Agreement or otherwise materially and adversely affects the value of the Loans,
the Mortgaged Property or the priority of the security interest on such
Mortgaged Property, the Servicer shall use its best efforts promptly to cure
such breach in all material respects and, if such breach cannot be cured, the
Servicer shall, at the Master Servicer’s option, assign the Servicer’s rights
and obligations under this Agreement (or respecting the affected Loans) to
a
successor Servicer selected by the Master Servicer with the prior consent and
approval of the Trustee (if its approval is required under the Trust Agreement.
Such assignment shall be made in accordance with Section 12.01.
In
addition, the Servicer 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 Servicer’s representations and
warranties contained in this Agreement. It is understood and agreed that the
remedies set forth in this Section 3.03 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 Servicer relating to or arising out of the breach of
any
representations and warranties made in Section 3.01 shall accrue upon (i)
discovery of such breach by the Servicer or notice thereof by the Trustee or
Master Servicer to the Servicer, (ii) failure by the Servicer to cure such
breach within the applicable cure period, and (iii) demand upon the Servicer
by
the Trustee or the Master Servicer for compliance with this
Agreement.
23.
|
Section
4.01 (Company to Act as Servicer) is hereby amended as
follows:
|
(i) by
deleting the first, second and third sentences of the second paragraph of such
section and replacing it with the following:
Consistent
with the terms of this Agreement, the Company may waive, modify or vary any
term
of any Mortgage Loan or consent to the postponement of any such term or in
any
manner grant indulgence to any Mortgagor if in the Company’s reasonable and
prudent determination such waiver, modification, postponement or indulgence
is
not materially adverse to the 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 Company, imminent, the Company shall not
permit any modification with respect to any Mortgage Loan that would change
the
Mortgage Interest Rate, forgive the payment of principal or interest, reduce
or
increase the outstanding principal balance (except for actual payments of
principal) or change the final maturity date on such Mortgage Loan.
(ii) by
adding the following to the end of the second paragraph of such
section:
Promptly
after the execution of any assumption, modification, consolidation or extension
of any Mortgage Loan, the Company shall forward to the Master Servicer copies
of
any documents evidencing such assumption, modification, consolidation or
extension. Notwithstanding anything to the contrary contained in this Agreement,
the Company shall not make or permit any modification, waiver or amendment
of
any term of any Mortgage Loan that would cause any REMIC created under the
Trust
Agreement to fail to qualify as a REMIC or result in the imposition of any
tax
under Section 860F(a) or Section 860G(d) of the Code.
A-6
24.
|
Section
4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
|
(i) the
words “National City Mortgage Corp. in trust for the Purchaser of Conventional
Residential Fixed Rate Mortgage Loans, Group 2001-1 and various Mortgagors” in
the fourth, fifth and sixth lines of the first sentence of the first paragraph
shall be replaced by the following words:
“National
City Mortgage Co. in trust for the LMT 2006-6 Trust Fund”;
(ii) by
inserting the words “and the Master Servicer within 30 days of the Closing Date”
after the words “furnished to the Purchaser” in the second to last line of the
first paragraph;
(iii) by
amending clause (viii) to read as follows:
(viii)
|
the
amount of any Prepayment Interest Shortfall Amount paid out of the
Servicer’s own funds without any right to reimbursement
therefor;
|
(iv) by
replacing the words “in the form of Exhibit D-1 hereto” with “in the form of
Exhibit F-1 hereto”;
(v) by
replacing the words “in the form of Exhibit D-2 hereto” with “in the form of
Exhibit F-2 hereto”; and
(vi) by
replacing the words “on a daily basis” in the second paragraph with “within two
(2) Business Days after receipt”.
25.
|
Section
4.05 (Permitted Withdrawals From Custodial Account) is hereby amended
by
replacing the last five lines of clause (ii) with the following:
|
Servicer’s
right thereto shall be prior to the rights of the Trust Fund; provided however,
that in
the event that the Servicer determines in good faith that any unreimbursed
Monthly Advances will not be recoverable from amounts representing late
recoveries of payments of principal or interest respecting the particular
Mortgage Loan as to which such Monthly Advance was made or from Liquidation
Proceeds or Insurance Proceeds with respect to such Mortgage Loan, the Servicer
may reimburse itself for such amounts from the Custodial Account, it being
understood, in the case of any such reimbursement, that the Servicer’s right
thereto shall be prior to the rights of the Trust Fund;
26.
|
Section
4.06 (Establishment of and Deposits to Escrow Account) is hereby
amended
as follows:
|
A-7
(i) by
deleting the words “National City Mortgage Corp., in trust for the Purchaser of
Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-1 and various
Mortgagors” in the fourth , fifth and sixth lines of the first sentence of the
first paragraph, and replacing it with the following words:
“National
City Mortgage Co. in trust for the LMT 2006-6 Trust Fund”.
(ii)
|
by
inserting the words “and the Master Servicer within 30 days of the Closing
Date” after the words “furnished to the Purchaser” in the second to last
line of the first paragraph;
|
(iii)
|
by
replacing the words “in the form of Exhibit E-1 hereto” with “in the form
of Exhibit G-1 hereto”;
|
(iv)
|
by
replacing the words “in the form of Exhibit E-2 hereto” with “in the form
of Exhibit G-2 hereto”; and
|
(v)
|
by
replacing the words “on a daily basis” in the second paragraph with
“within two (2) Business Days after
receipt”.
|
27.
|
Section
4.16 (Title, Management and Disposition of REO Property) is hereby
amended
by (i) replacing the reference to “one year” in the seventh line of the
second paragraph thereof with “three years” and (ii) adding two new
paragraphs after the second paragraph thereof to read as
follows:
|
In
the
event that the Trust Fund acquires any REO Property in connection with a default
or imminent default on a Mortgage Loan, the Servicer shall dispose of such
REO
Property not later than the end of the third taxable year after the year of
its
acquisition by the Trust Fund unless the Servicer has applied for and received
a
grant of extension from the Internal Revenue Service to the effect that, under
the REMIC Provisions and any relevant proposed legislation and under applicable
state law, the applicable Trust REMIC may hold REO Property for a longer period
without adversely affecting the REMIC status of such REMIC or causing the
imposition of a federal or state tax upon such REMIC. If the Servicer has
received such an extension, then the Servicer shall continue to attempt to
sell
the REO Property for its fair market value for such period longer than three
years as such extension permits (the “Extended Period”). If the Servicer has not
received such an extension and the Servicer is unable to sell the REO Property
within the period ending 3 months before the end of such third taxable year
after its acquisition by the Trust Fund or if the Servicer has received such
an
extension, and the Servicer is unable to sell the REO Property within the period
ending three months before the close of the Extended Period, the Servicer shall,
before the end of the three year period or the Extended Period, as applicable,
(i) purchase such REO Property at a price equal to the REO Property’s fair
market value or (ii) auction the REO Property to the highest bidder (which
may
be the Servicer) in an auction reasonably designed to produce a fair price
prior
to the expiration of the three-year period or the Extended Period, as the case
may be. The Trustee shall sign any document or take any other action reasonably
requested by the Servicer which would enable the Servicer, on behalf of the
Trust Fund, to request such grant of extension.
Notwithstanding
any other provisions of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise used
by
or on behalf of the Trust Fund in such a manner or pursuant to any terms that
would: (i) cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code; or (ii) subject any Trust
REMIC to the imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of Sections 860F or
860G(c) of the Code, unless the Servicer has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such
taxes.
A-8
(iii)
deleting the first sentence of the third paragraph thereof, (iv) replacing
the
words “one” and “sentence” with “three” and “paragraph”, respectively, in the
fifth line of the third paragraph thereto, and (v) replacing the word “advances”
in the sixth line of the fifth paragraph thereof with “Monthly
Advances”;
(vi)
|
by
adding the following to the end of such
Section:
|
Prior
to
acceptance by the Servicer of an offer to sell any REO Property, the Servicer
shall notify the Master Servicer of such offer in writing which notification
shall set forth all material terms of said offer (each a “Notice of Sale”). The
Master Servicer shall be deemed to have approved the sale of any REO Property
unless the Master Servicer notifies the Servicer in writing, within five (5)
days after its receipt of the related Notice of Sale, that it disapproves of
the
related sale, in which case the Servicer shall not proceed with such
sale.
28.
|
Section
5.01 (Remittances) is hereby amended by adding the following after
the
second paragraph of such Section:
|
All
remittances required to be made to the 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: LMT 2006-6
29.
|
Section
5.02 (Statements to Purchaser) is hereby amended in its entirety
to read
as follows:
|
Section
5.02
|
Not
later
than the tenth calendar day of each month (or if such calendar day is not a
Business Day, the immediately preceding Business Day), the Servicer shall
furnish to the Master Servicer (i) a monthly remittance advice in a format
(mutually agreed to between the Servicer and the Master Servicer) similar to
the
format set forth in Exhibit D-1 hereto and a monthly defaulted loan report
in a
format (mutually agreed to between the Servicer and the Master Servicer) similar
to the format set forth in Exhibit D-2 hereto relating to the period ending
on
the last day of the preceding calendar month and (ii) all such information
required pursuant to clause (i) above on a magnetic tape or other similar media
reasonably acceptable to the Master Servicer.
The
Servicer shall promptly notify the Securities Administrator, the Master Servicer
and the Depositor (i) of any legal proceedings pending against the Servicer
of
the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the
Servicer shall become (but only to the extent not previously disclosed to the
Master Servicer and the Depositor) at any time an affiliate of any of the
parties listed on Exhibit G-3 to this Agreement.
A-9
If
so
requested by the Securities Administrator, the Master Servicer or the Depositor
on any date following the date on which information was first provided to the
Securities Administrator, the Master Servicer and the Depositor pursuant to
the
preceding sentence, the Servicer shall, within five Business Days following
such
request, confirm in writing the accuracy of the representations and warranties
set forth in Section 2(a) of Amendment Reg AB or, if such a representation
and
warranty is not accurate as of the date of such request, provide reasonable
adequate disclosure of the pertinent facts, in writing, to the requesting party.
The
Servicer shall provide to the Securities Administrator, the Master Servicer
and
the Depositor prompt notice of the occurrence of any of the following: any
event
of default under the terms of this Agreement, any merger, consolidation or
sale
of substantially all of the assets of the Servicer, the Servicer's engagement
of
any Subservicer, Subcontractor or vendor to perform or assist in the performance
of any of the Servicer's obligations under this Agreement, any material
litigation involving the Servicer, and any affiliation or other significant
relationship between the Servicer and other transaction parties.
Not
later
than the tenth calendar day of each month (or if such calendar day is not a
Business Day, the immediately preceding Business Day), the Servicer shall
provide to the Securities Administrator, 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.
30.
|
Section
6.04 (Annual Statement as to Compliance) is hereby deleted in its
entirety.
|
31.
|
Section
6.05 (Annual Independent Public Accountants Servicing Report) is
hereby
deleted in its entirety.
|
32.
|
Section
6.08 (Reporting
Requirements of the Commission and Indemnification)
is
hereby added by adding the following paragraphs after Section
6.07:
|
Notwithstanding
any other provision of this Agreement, the Servicer shall (i) agree to such
modifications and enter into such amendments to this Agreement as may be
necessary, in the judgment of the Depositor, the Master Servicer and their
respective counsel, to comply with any rules promulgated by the U.S. Securities
and Exchange Commission (the “Commission”) and any interpretations thereof by
the staff of the Commission (collectively, “SEC Rules”) and (ii) promptly upon
request provide to the Depositor for inclusion in any periodic report required
to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), such items of information regarding this Agreement and matters related to
the Servicer, including as applicable (by way of example and not limitation),
a
description of any material litigation or governmental action or proceeding
involving the Servicer or its affiliates (collectively, the “Servicer
Information”), provided,
that
such information shall be required to be provided by the Servicer only to the
extent that such shall be determined by the Depositor in its sole discretion
and
its counsel to be necessary or advisable to comply with any SEC
Rules.
A-10
The
Servicer
hereby
agrees to indemnify and hold harmless the Depositor, the Master Servicer, their
respective officers and directors and each person, if any, who controls the
Depositor or Master Servicer within the meaning of Section 15 of the Securities
Act of 1933, as amended (the “Act”), or Section 20 of the Exchange Act, from and
against any and all losses, claims, expenses, damages or liabilities to which
the Depositor, the Master Servicer, their respective officers or directors
and
any such controlling person may become subject under the Act or otherwise,
as
and when such losses, claims, expenses, damages or liabilities are incurred,
insofar as such losses, claims, expenses, damages or liabilities (or actions
in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Servicer
Information or
arise
out of, or are based upon, the omission or alleged omission to state therein
any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and will reimburse the Depositor, the Master Servicer, their
respective officers and directors and any such controlling person for any legal
or other expenses reasonably incurred by it or any of them in connection with
investigating or defending any such loss, claim, expense, damage, liability
or
action, as and when incurred; provided,
however,
that
the Servicer
shall
be
liable only insofar as such untrue statement or alleged untrue statement or
omission or alleged omission relates solely to the information in the
Servicer
Information
furnished to the Depositor or Master Servicer by or on behalf of the
Servicer
specifically
in connection with this Agreement.
33.
|
Section
9.01 (Indemnification; Third Party Claims) is hereby amended by deleting
Subsection (a) and replacing it with the
following:
|
(a) The
Servicer shall indemnify the Seller, the Trust Fund, the Trustee, the Depositor
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
Servicer to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement (including, but not limited to
its
obligation to provide the certification pursuant to Section 6.04(b) hereunder)
or for any inaccurate or misleading information provided in the certification
required pursuant to Section 6.04(b). The Servicer immediately shall notify
the
Seller, 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, which
consent shall not be unreasonably withheld or delayed) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees,
and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or any of such parties in respect of such claim. The Servicer shall
follow any written instructions received from the Trustee in connection with
such claim. The Servicer shall provide the Securities Administrator (with a
copy
to the Master Servicer) with a written report of all expenses and advances
incurred by the Servicer pursuant to this Section 9.01, and the Securities
Administrator (after consultation with the Master Servicer) from the assets
of
the Trust Fund promptly shall reimburse the Servicer for all amounts advanced
by
it pursuant to the preceding sentence except when the claim is in any way
relates to the failure of the Servicer to service and administer the Mortgage
Loans in strict compliance with the terms of this Agreement or the gross
negligence, bad faith or willful misconduct of this Servicer.
34.
|
Section
10.01 (Events of Default) is hereby amended
by:
|
(a)
|
changing
any reference to “Purchaser” to “Master
Servicer”;
|
(b)
|
changing
the reference to “five days” to “two Business Days” in clause (i);
|
A-11
(c)
|
amending
and restating clause (vii) in its entirety to read as
follows;
|
(vii)
the
Servicer at any time is not either a Xxxxxx Xxx or Xxxxxxx Mac approved
seller/servicer, and the Master Servicer has not terminated the rights and
obligations of the Servicer under this Agreement and replaced the Servicer
with
a Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30 days of the absence
of
such approval;
(d)
|
adding
the words “within the applicable cure period” after the word “remedied” in
the second line of the second paragraph;
and
|
(e)
|
adding
“or” at the end of subclause (ix) and adding new subclauses (x) and (xi)
to read as follows:
|
(x) any
failure by the Servicer (including any Subservicer, any Subcontractor or any
Third-Party Originator) to fulfill delivery obligations as described in Section
7(b)(i) and Section 7(b)(ii) of Amendment Reg AB; or
(xi) except
with respect to those items listed in clause (x) above, any failure by the
Servicer to duly perform, within the required time period, without notice or
grace period, its obligations to provide any other information, data or
materials required to be provided hereunder, including any items required to
be
included in any Exchange Act report.
35.
|
Section
10.02 (Waiver of Defaults) is hereby amended by changing the reference
to
“Purchaser” to “Master Servicer with the prior written consent of the
Trustee”.
|
36.
|
Section
11.01 (Termination) is hereby amended by restating subclause (ii)
thereof
to read as below and adding the following sentence after the first
sentence of Section 11.01:
|
(ii)
|
mutual
consent of the Servicer and the Master Servicer in writing, provided
such
termination is also acceptable to the Trustee and the Rating
Agencies.
|
At
the
time of any termination of the Servicer pursuant to Section 11.01, the Servicer
shall be entitled to all accrued and unpaid Servicing Fees and unreimbursed
Servicing Advances and Monthly Advances; provided,
however,
in the
event of a termination for cause under Sections 10.01 hereof, such unreimbursed
amounts shall not be reimbursed to the Servicer until such amounts are received
by the Trust Fund from the related Mortgage Loans.
37.
|
The
first paragraph of Section 11.02 (Termination Without Cause) is hereby
amended by replacing the first reference to “Purchaser” with “Seller (with
the prior consent of the Trustee)” and by replacing all other references
to “Purchaser” with “Seller.”
|
A-12
38.
|
Section
12.01 (Successor to Company) is hereby amended in its entirety to
read as
follows:
|
Simultaneously
with the termination of the Servicer’s responsibilities and duties under this
Agreement pursuant to Sections 9.04, 10.01, 11.01(ii) or 11.02 the Master
Servicer shall, in accordance with the provisions of the Trust Agreement (i)
succeed to and assume all of the Servicer’s responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor meeting the
eligibility requirements of this Agreement, and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the
Servicer under this Agreement with the termination of the Servicer’s
responsibilities, duties and liabilities under this Agreement. Any successor
to
the Servicer that is not at that time a Servicer of other mortgage loans for
the
Trust Fund shall be subject to the approval of the Master Servicer, the Seller,
the Trustee and each Rating Agency (as such term is defined in the Trust
Agreement). Unless the successor servicer is at that time a servicer of other
mortgage loans for the Trust Fund, each Rating Agency must deliver to the
Trustee a letter to the effect that such transfer of servicing will not result
in a qualification, withdrawal or downgrade of the then-current rating of any
of
the Certificates. In connection with such appointment and assumption, the Master
Servicer or the Seller, as applicable, may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it
and
such successor shall agree; provided,
however,
that no
such compensation shall be in excess of that permitted the Servicer under this
Agreement. In the event that the Servicer’s duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and shall
take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the Servicer pursuant
to the aforementioned sections shall not become effective until a successor
shall be appointed pursuant to this Section 12.01 and shall in no event relieve
the Servicer of the representations and warranties made pursuant to Sections
3.01 and 3.02 and the remedies available to the Trust Fund under Section 3.03
shall be applicable to the Servicer notwithstanding any such resignation or
termination of the Servicer, or the termination of this Agreement.
Within
a
reasonable period of time, but in no event longer than 30 days of the
appointment of a successor entity, the Servicer shall prepare, execute and
deliver to the successor entity any and all documents and other instruments,
place in such successor’s possession all Servicing Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes
of
such notice of termination. The Servicer shall cooperate with the Trustee and
the Master Servicer, as applicable, and such successor in effecting the
termination of the Servicer’s responsibilities and rights hereunder and the
transfer of servicing responsibilities to the successor Servicer, including
without limitation, the transfer to such successor for administration by it
of
all cash amounts which shall at the time be credited by the Servicer to the
Account or any Escrow Account or thereafter received with respect to the
Mortgage Loans.
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Trustee, the Servicer and the Master Servicer an instrument (i) accepting
such appointment, wherein the successor shall make an assumption of the due
and
punctual performance and observance of each covenant and condition to be
performed and observed by the Servicer under this Agreement, whereupon such
successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer, with like effect
as if originally named as a party to this Agreement. Any termination or
resignation of the Servicer or termination of this Agreement pursuant to
Sections 9.04, 10.01, 11.01 or 11.02 shall not affect any claims that the Master
Servicer or the Trustee may have against the Servicer arising out of the
Servicer’s actions or failure to act prior to any such termination or
resignation.
The
Servicer shall deliver within three (3) Business Days of the appointment of
a
successor Servicer the funds in the Account and Escrow Account and all
Collateral Files, Credit Files and related documents and statements held by
it
hereunder to the successor Servicer and the Servicer shall account for all
funds
and shall execute and deliver such instruments and do such other things as
may
reasonably be required to more fully and definitively vest in the successor
all
such rights, powers, duties, responsibilities, obligations and liabilities
of
the Servicer.
A-13
Upon
a
successor’s acceptance of appointment as such, the Servicer shall notify the
Trustee and Master Servicer of such appointment in accordance with the notice
procedures set forth herein.
Except
as
otherwise provided in this Agreement, all reasonable costs and expenses incurred
in connection with any transfer of servicing hereunder (whether as a result
of
termination or removal of the Servicer or resignation of the Servicer or
otherwise), including, without limitation, the costs and expenses of the Master
Servicer or any other Person in appointing a successor servicer, or of the
Master Servicer in assuming the responsibilities of the Servicer hereunder,
or
of transferring the Servicing Files and the other necessary data to the
successor servicer shall be paid by the terminated, removed or resigning
Servicer from its own funds without reimbursement.
39.
|
Section
12.02 (Amendment) is hereby amended by replacing the words “by the Company
and the Purchaser by written agreement signed by the Company and
the
Purchaser” with “by written agreement by the Servicer and the Seller, with
the written consent of the Master Servicer and the
Trustee”.
|
40.
|
Section
12.04 (Duration of Agreement) is hereby amended by deleting the last
sentence thereof.
|
41.
|
Section
12.10 (Assignment by Purchaser) is hereby deleted in its entirety
and
replaced with the following:
|
Acknowledgement.
The Servicer hereby acknowledges that the rights of the Seller under the SWSA,
as amended by this Agreement, will be assigned to SASCO under their respective
Mortgage Loan Sale and Assignment Agreements, and subsequently to the Trust
Fund
under the Trust Agreement and agrees that the Mortgage Loan Sale and Assignment
Agreements and the Trust Agreement will each be an assignment and assumption
agreement or other assignment document required pursuant to Sections 2.02 and
12.10 of the SWSA and will constitute an assignment and assumption of the rights
of the Seller under the SWSA to SASCO and the Trust Fund, as applicable. In
addition, the Trust Fund will make a REMIC election. The Servicer hereby
consents to such assignment and assumption and acknowledges the Trust Fund’s
REMIC election.
42.
|
Section
12.11 (No Personal Solicitation) is hereby amended by replacing the
words
“the Purchaser” with “the Seller” in each
instance.
|
43.
|
Intended
Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties
to this
Agreement agree that it is appropriate, in furtherance of the intent
of
such parties as set forth herein, that the Master Servicer and the
Trustee
receive the benefit of the provisions of this Agreement as intended
third
party beneficiaries of this Agreement to the extent of such provisions.
The Servicer shall have the same obligations to the Master Servicer
and
the Trustee as if they were parties to this Agreement, and the Master
Servicer and the Trustee shall have the same rights and remedies
to
enforce the provisions of this Agreement as if they were parties
to this
Agreement. The Servicer shall only take direction from the Master
Servicer
(if direction by the Master Servicer is required under this Agreement)
unless otherwise directed by this Agreement. Notwithstanding the
foregoing, all rights and obligations of the Master Servicer and
the
Trustee hereunder (other than the right to indemnification) shall
terminate upon termination of the Trust Agreement and of the Trust
Fund
pursuant to the Trust Agreement.
|
A-14
44.
|
Amendment
Reg AB is hereby amended as follows:
|
(a)
|
Section
1 (Intent of the Parties) is hereby amended as follows:
|
(i)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance;
|
(ii)
|
by
replacing the words “Neither the Purchaser nor any Depositor” with “None
of the Trust Fund, the Depositor, the Trustee, the Securities
Administrator and the Master
Servicer”;
|
(iii)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance;
|
(iv)
|
by
replacing the words “the Purchaser to deliver to the Purchaser (including
any of its assignees or designees) and any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator or
the
Master Servicer to deliver to such party (including any of its assignees
or designees)”; and
|
(v)
|
by
replacing the words “the Purchaser or such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator or
the
Master Servicer.”
|
(b)
|
Section
2 (Additional Representations and Warranties of the Company) is hereby
amended as follows:
|
(i)
|
by
replacing the words “the Purchaser and to any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance;
|
(ii)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance;
|
(iii)
|
by
replacing the words “the Purchaser or such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator or
the
Master Servicer” in each instance;
and
|
(iv)
|
by
replacing Section 2(a)(vii) in its entirety with the
following:
|
A-15
(vii)
there are no affiliations, relationships or transactions relating to a Seller,
the Servicer, any Subservicer or any Third-Party Originator with respect to
any
Securitization Transaction and any party thereto listed on Exhibit H hereto
of a
type described in Item 1119 of Regulation AB.
(c)
|
Section
3 (Information to Be Provided by the Company) is hereby amended as
follows:
|
(i)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance;
|
(ii)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance;
|
(iii)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance;
|
(iv)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance;
|
(v)
|
by
replacing the words “as reasonably identified by the Purchaser” with “as
reasonably identified by the Trust Fund, the Depositor, the Trustee,
the
Securities Administrator or the Master Servicer” in each instance;
|
(vi)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance;
|
(vii)
|
by
replacing the words “the Purchaser or the Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance;
|
(viii)
|
by
replacing the words “the Purchaser or Depositor” with “the Trust Fund, the
Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance;
|
(ix)
|
by
replacing the words “the Purchaser or such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator or
the
Master Servicer” in each instance;
and
|
(x)
|
by
amending Section 3 (a)(D) to read in its entirety as
follows:
|
(D)
as
promptly as practicable following notice to the Company, a description of any
affiliation or relationship between a Seller or the Servicer, each Third-Party
Originator or each Subservicer, as applicable, and any of the parties listed
on
Exhibit H hereto.
A-16
(d)
|
Section
4 (Compliance Statement) is hereby amended as
follows:
|
(i)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance;
and
|
(ii)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance.
|
(e)
|
Section
5 (Report on Assessment of Compliance and Attestation) is hereby
amended
as follows:
|
(i)
|
the
first sentence of subsection (a)(1) is hereby amended as follows:
|
deliver
to the Master Servicer, the Purchaser, the Securities Administrator and any
Depositor a report (in form and substance reasonably satisfactory to the Master
Servicer, the Purchaser and such Depositor) regarding the Company’s assessment
of compliance with the Servicing Criteria during the immediately preceding
calendar year, prior to the closing date of any Securitization Transaction
and
as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122
of
Regulation AB.
(ii)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance;
|
(iii)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance;
|
(iv)
|
by
replacing the words “the Purchaser, any Depositor and any other Person”
with “the Trust Fund, the Depositor, the Trustee, the Securities
Administrator, the Master Servicer and any other Person” in each instance.
|
(f)
|
Section
6 (Use of Subservicers and Subcontractors) is hereby amended as
follows:
|
(i)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance;
|
(ii)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance;
|
A-17
(iii)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance;
|
(iv)
|
by
replacing the words “(or any designee of the Depositor, such as a master
servicer or administrator)” with “(or any designee of such party)” in each
instance; and
|
(v)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance.
|
(g)
|
Section
7 (Indemnification; Remedies) is hereby amended as
follows:
|
(i)
|
subparagraph
(a) of such section is hereby amended by (1) replacing the words
“the
Purchaser, each affiliate of the Purchaser” with “the Trust Fund, the
Depositor, the Trustee, the Securities Administrator, the Master
Servicer,” and (2) deleting the words “or the Depositor” in its entirety;
|
(ii)
|
subparagraph
(b)(iii) of such section is hereby amended by (1) replacing the words
“the
Purchaser (or any designee of the Purchaser, such as a master servicer)
and any Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator and the Master Servicer,” (2) replacing the words
“the Purchaser (or such designee) or such Depositor” with “such party” in
each instance and (3) by replacing the words “the Purchaser or any
Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator or the Master Servicer” in each instance;
|
(iii)
|
by
replacing the words “Neither the Purchaser nor any Depositor” with “None
of the Trust Fund, the Depositor, the Trustee, the Securities
Administrator or the Master Servicer” in each
instance;
|
(iv)
|
by
replacing the words “the Purchaser, any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance; and
|
(v)
|
by
replacing the words “the Purchaser or Depositor” with “the Trust Fund, the
Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance.
|
(h)
|
Exhibit
A to Amendment Reg AB is hereby replaced with Exhibit I attached
to this
Agreement.
|
(i)
|
Exhibit
B to Amendment Reg AB is hereby replaced with Exhibit J attached
to this
Agreement.
|
X-00
XXXXXXX
X
XXXX
X-0
EXHIBIT
C
Assignment
and Assumption Agreement
C-1
EXHIBIT
D-1
FORM
OF
MONTHLY REMITTANCE ADVICE
FIELD
NAME
|
DESCRIPTION
|
FORMAT
|
INVNUM
|
INVESTOR
LOAN NUMBER
|
Number
no decimals
|
SERVNUM
|
SERVICER
LOAN NUMBER, REQUIRED
|
Number
no decimals
|
BEGSCHEDBAL
|
BEGINNING
SCHEDULED BALANCE FOR SCHED/SCHED
|
Number
two decimals
|
BEGINNING
TRAIL BALANCE FOR ACTUAL/ACTUAL,
|
||
REQUIRED
|
||
SCHEDPRIN
|
SCHEDULED
PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
ACTUAL
PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
|
||
REQUIRED,
.00 IF NO COLLECTIONS
|
||
CURT1
|
CURTAILMENT
1 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
CURT1DATE
|
CURTAILMENT
1 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
CURT1ADJ
|
CURTAILMENT
1 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
CURT2
|
CURTAILMENT
2 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
CURT2DATE
|
CURTAILMENT
2 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
CURT2ADJ
|
CURTAILMENT
2 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
LIQPRIN
|
PAYOFF,
LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
OTHPRIN
|
OTHER
PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
PRINREMIT
|
TOTAL
PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
INTREMIT
|
NET
INTEREST REMIT, INCLUDE PAYOFF INTEREST,
|
Number
two decimals
|
.00
IF NOT APPLICABLE
|
||
TOTREMIT
|
TOTAL
REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
ENDSCHEDBAL
|
ENDING
SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
ENDING
TRIAL BALANCE FOR ACTUAL/ACTUAL
|
||
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||
ENDACTBAL
|
ENDING
TRIAL BALANCE
|
Number
two decimals
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||
ENDDUEDATE
|
ENDING
ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT
|
DD-MMM-YY
|
ACTCODE
|
60
IF PAIDOFF, BLANK IF NOT APPLICABLE
|
Number
no decimals
|
ACTDATE
|
ACTUAL
PAYOFF DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
INTRATE
|
INTEREST
RATE, REQUIRED
|
Number
seven decimals
|
Example
.0700000 for 7.00%
|
||
SFRATE
|
SERVICE
FEE RATE, REQUIRED
|
Number
seven decimals
|
Example
.0025000 for .25%
|
||
PTRATE
|
PASS
THRU RATE, REQUIRED
|
Number
seven decimals
|
Example
.0675000 for 6.75%
|
||
PIPMT
|
P&I
CONSTANT, REQUIRED
|
Number
two decimals
|
.00
IF PAIDOFF
|
X-0-0
XXXXXXX
X-0
XXXXXXXX
XXXXXX FOR MONTHLY DEFAULTED LOAN REPORT
Data
Field
|
Format
|
|
|
Data
Description
|
%
of
MI coverage
|
NUMBER(6,5)
|
|
|
The
percent of coverage provided by the PMI company in the event of
loss on a
defaulted loan.
|
Actual
MI claim filed date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the claim was submitted to the PMI company.
|
Actual
bankruptcy start date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the bankruptcy petition is filed with the
court.
|
Actual
MI claim amount filed
|
NUMBER(15,2)
|
|
|
The
amount of the claim that was filed by the servicer with the PMI
company.
|
Actual
discharge date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the Discharge Order is entered in the bankruptcy
docket.
|
Actual
due date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
due date of the next outstanding payment amount due from the
mortgagor.
|
Actual
eviction complete date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the eviction proceedings are completed by local
counsel.
|
Actual
eviction start date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the eviction proceedings are commenced by local
counsel.
|
Actual
first legal date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that foreclosure counsel filed the first legal action as defined
by
state statute.
|
Actual
redemption end date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the foreclosure redemption period expires.
|
Bankruptcy
chapter
|
VARCHAR2(2)
|
7=
Chapter 7 filed
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.
|
D-2-1
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.
|
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.
|
D-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.
|
D-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).
|
D-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.
|
D-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.
|
D-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.
|
D-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.
|
D-2-8
EXHIBIT
E
Schedule
of Serviced Mortgage Loans
[To
be
retained in a separate closing binder entitled “LMT 2006-6 Mortgage Loan
Schedules” at the Washington, DC offices of XxXxx Xxxxxx LLP]
E-1
EXHIBIT
F-1
CUSTODIAL
ACCOUNT CERTIFICATION
_____________________,
200_
National
City Mortgage Co. hereby certifies that it has established the account described
below as a Custodial Account pursuant to Section 4.04 of the Seller’s Warranties
and Servicing Agreement, dated as of August 1, 2001, Conventional Residential
Fixed Rate Mortgage Loans, Group No. 2001-1, as amended.
Title
of Account:
|
National
City Mortgage Co. in trust for the LMT 2006-6 Trust
Fund
|
Account
Number:
|
_______________
|
Address
of office or branch
|
|
of
the Company at
|
|
which
Account is maintained:
|
_________________________________________ |
_________________________________________ | |
_________________________________________ | |
_________________________________________ | |
NATIONAL
CITY MORTGAGE CO.
|
|
Company
|
|
By:
____________________________________________
|
|
Name:
__________________________________________
|
|
Title:
___________________________________________
|
F-1-1
EXHIBIT
F-2
CUSTODIAL
ACCOUNT LETTER AGREEMENT
_________________,
200_
To:
|
_____________________________ |
_____________________________ | |
_____________________________ | |
(the
“Depository”)
|
As
Company under the Seller’s Warranties and Servicing Agreement, dated as of
August 1, 2001, Conventional Residential Fixed Rate Mortgage Loans, Group No.
2001-1, as amended (the “Agreement”), we hereby authorize and request you to
establish an account, as a Custodial Account pursuant to Section 4.04 of the
Agreement, to be designated as “National
City Mortgage Co. in trust for the LMT 2006-6 Trust Fund.” All deposits in the
account shall be subject to withdrawal therefrom by order signed by the Company.
You may refuse any deposit which would result in violation of the requirement
that the account be fully insured as described below. This letter is submitted
to you in duplicate. Please execute and return one original to us.
NATIONAL
CITY MORTGAGE CO.
|
|
Company
|
|
By:
____________________________________________
|
|
Name:
__________________________________________
|
|
Title:
___________________________________________
|
|
Date: ___________________________________________ |
F-2-1
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number __________, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above. The full amount deposited at any time in the account will be
insured by the Federal Deposit Insurance Corporation through the Bank Insurance
Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”).
_________________________________________ | |
Depository
|
|
By:
____________________________________________
|
|
Name:
__________________________________________
|
|
Title:
___________________________________________
|
|
Date: ___________________________________________ |
F-2-2
EXHIBIT
G-1
ESCROW
ACCOUNT CERTIFICATION
__________________,
200_
National
City Mortgage Co. hereby certifies that it has established the account described
below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties
and Servicing Agreement, dated as of August 1, 2001, Conventional Residential
Fixed Rate Mortgage Loans, Group No. 2001-1, as amended.
Title
of Account:
|
“National
City Mortgage Co. in trust for the LMT 2006-6 Trust
Fund.”
|
Account
Number:
|
_______________
|
Address
of office or branch
|
|
of
the Company at
|
|
which
Account is maintained:
|
_________________________________________ |
_________________________________________ | |
_________________________________________ | |
_________________________________________ | |
NATIONAL
CITY MORTGAGE CO.
|
|
Company
|
|
By:
____________________________________________
|
|
Name:
__________________________________________
|
|
Title:
___________________________________________
|
G-1-1
EXHIBIT
G-2
ESCROW
ACCOUNT LETTER AGREEMENT
___________________,
200_
To:
|
_____________________________ |
_____________________________ | |
_____________________________ | |
(the
“Depository”)
|
As
Company under the Seller’s Warranties and Servicing Agreement, dated as of May
1, 2001, Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-1,
as amended (the “Agreement”), we hereby authorize and request you to establish
an account, as an Escrow Account pursuant to Section 4.07 of the Agreement,
to
be designated as “National
City Mortgage Co. in trust for the LMT 2006-6 Trust Fund.” All deposits in the
account shall be subject to withdrawal therefrom by order signed by the Company.
You may refuse any deposit which would result in violation of the requirement
that the account be fully insured as described below. This letter is submitted
to you in duplicate. Please execute and return one original to us.
NATIONAL
CITY MORTGAGE CO.
|
|
Company
|
|
By:
____________________________________________
|
|
Name:
__________________________________________
|
|
Title:
___________________________________________
|
|
Date: ___________________________________________ |
G-2-1
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number ______, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above. The full amount deposited at any time in the account will be
insured by the Federal Deposit Insurance Corporation through the Bank Insurance
Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”).
_________________________________________ | |
Depository
|
|
By:
____________________________________________
|
|
Name:
__________________________________________
|
|
Title:
___________________________________________
|
|
Date: ___________________________________________ |
G-2-2
EXHIBIT
H
TRANSACTION
PARTIES
Trustee:
HSBC Bank USA, National Association
Securities
Administrator: Xxxxx Fargo Bank, N.A.
Master
Servicer: Aurora Loan Services, LLC
Credit
Risk Manager: N/A
PMI
Insurer(s): N/A
Interest
Rate Swap Counterparty: N/A
Interest
Rate Cap Counterparty: Xxxxxx Brothers Special Financing Inc.
Servicer(s):
Aurora Loan Services LLC, IndyMac Bank, F.S.B., National City Mortgage Co.
and
PHH Mortgage Corporation
Originator(s):
Xxxxxx Brothers Bank, F.S.B., IndyMac Bank, F.S.B., National City Mortgage
Co.,
PHH Mortgage Corporation, First National Bank of Nevada, Greenpoint Mortgage
Funding, Inc. and Pinnacle Financial Corporation
Custodian(s):
U.S. Bank, National Association, LaSalle Bank National Association and Deutsche
Bank National Trust Company.
Seller:
Xxxxxx Brothers Holdings, Inc.
H-1
EXHIBIT
I
FORM
OF
ANNUAL CERTIFICATION
Re:
|
The
Reconstituted Servicing Agreement dated as of September 1, 2006 (the
“Agreement”), by and between Xxxxxx Brothers Holdings Inc. and National
City Mortgage Co. (the “Servicer” or “Company”), and acknowledged by
Aurora Loan Services LLC (the “Master Servicer”) and HSBC Bank USA,
National Association, as Trustee (the “Trustee”).
|
I,
[identify the certifying individual], the [title] of the Servicer, certify
to
the LMT 2006-6 Trust Fund (the “Trust Fund”), Structured Asset Securities
Corporation (the “Depositor), the Trustee, Xxxxx Fargo Bank, N.A. (the
“Securities Administrator”) [,and] the Master Servicer [and any other person
responsible for signing a certification required by Rules 13a-14(d) and
15d-14(d) under the Exchange Act], and their officers, with the knowledge and
intent that they will rely upon this certification, that:
(1) I
have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Company’s compliance with the applicable servicing
criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”),
provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
servicing reports, officer’s certificates and other information relating to the
servicing of the Mortgage Loans by the Company during 200[ ] that were delivered
by the Company to the Depositor, the Trust Fund, the Master Servicer, the
Securities Administrator and the Trustee pursuant to the Agreement
(collectively, the “Company Servicing Information”);
(2) Based
on my knowledge, the Company Servicing Information, taken as a whole, does
not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were provided, not misleading with respect to the period
of time covered by the Company Servicing Information;
(3) Based
on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the Depositor,
the Trust Fund, the Master Servicer, the Securities Administrator and the
Trustee;
(4) I
am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Company has fulfilled its obligations under the Agreement; and
I-1
(5) The
Compliance Statement required to be delivered by the Company pursuant to this
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by each Subservicer and each Subcontractor
“participating in the servicing function” pursuant to the Agreement, have been
provided to the Depositor, the Trust Fund, the Master Servicer, the Securities
Administrator and the Trustee. Any material instances of noncompliance described
in such reports have been disclosed to the Depositor, the Trust Fund, the Master
Servicer, the Securities Administrator and the Trustee. Any material instance
of
noncompliance with the Servicing Criteria has been disclosed in such
reports.
Date: _________________________
By:
_____________________________
Name:
Title:
I-2
EXHIBIT
J
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
Servicer shall address, at a minimum, the criteria identified as below as
“Applicable Servicing Criteria”, as identified by a xxxx in the column titled
“Applicable Servicing Criteria”.
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
Cash
Collection and Administration
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
J-1
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
Reference
|
Criteria
|
|
|
Investor
Remittances and Reporting
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the Regulation AB
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 Regulation
AB 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 Regulation AB 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
Regulation AB Servicer’s records regarding the mortgage loans agree with
the Regulation AB 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
|
J-2
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
Reference
|
Criteria
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
|
|
|
|
J-3