RECONSTITUTED SERVICING AGREEMENT
RECONSTITUTED
SERVICING AGREEMENT
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 1st
day of May, 2006, by and between XXXXXX BROTHERS HOLDINGS, INC., a Delaware
corporation (“LBH” or “Seller”), and XXXXX FARGO BANK, N.A., a national banking
association (the “Servicer”), and acknowledged by AURORA LOAN SERVICES LLC, a
Delaware corporation (“Aurora” or “Master Servicer”) and U.S. Bank National
Association, a national banking association, solely in its capacity as trustee
under the Trust Agreement defined below (the “Trustee”), recites and provides as
follows:
RECITALS
WHEREAS,
Xxxxxx Brothers Bank, FSB (“LBB”) acquired certain conventional, residential,
adjustable rate, first lien mortgage loans from the Servicer, which mortgage
loans were either originated or acquired by the Servicer.
WHEREAS,
the Seller has conveyed certain Mortgage Loans (the “Mortgage Loans”) to
Structured Asset Securities Corporation, a Delaware special purpose corporation
(“SASCO”), which in turn has conveyed the Mortgage Loans to the Trustee,
pursuant to a trust agreement, dated as of May 1, 2006 (the “Trust Agreement”),
attached as Exhibit B-1 hereto, among the Trustee, the Master Servicer, Xxxxx
Fargo Bank, N.A., as securities administrator (the “Securities Administrator”)
and SASCO, as depositor (the “Depositor”);
WHEREAS,
the Mortgage Loans are currently being serviced by the Servicer pursuant to
the
Seller’s Warranties and Servicing Agreement between LBB, as purchaser, and the
Servicer, as seller and as servicer, dated September 1, 2005 (WFHM Mortgage
Loan
Series 2005-W76), the Seller’s Warranties and Servicing Agreement, dated January
1, 2006 (WFHM Mortgage Loan Series 2006-W03) and the Seller’s Warranties and
Servicing Agreement, dated April 1, 2006 (WFHM Mortgage Loan Series
2006-W24).
WHEREAS,
pursuant to an Assignment and Assumption Agreement, dated as of May 1, 2006
(the
“Assignment and Assumption Agreement”) and annexed hereto as Exhibit B-2, LBB
has assigned all of its rights, title and interest in the Mortgage Loans as
well
as all of its rights and obligations as purchaser under the SWSA to LBH, and
LBH
has accepted such assignment.
WHEREAS,
the Seller desires that the Servicer continue to service the Mortgage Loans,
and
the Servicer has agreed to do so, pursuant to the Seller’s Warranties and
Servicing Agreement, dated April 1, 2006 (WFHM Mortgage Loan Series 2006-W24)
(the “SWSA”, annexed hereto as Exhibit C) subject to the rights of the Seller
and the Master Servicer to terminate the rights and obligations of the Servicer
hereunder as set forth herein and to the other conditions set forth
herein.
WHEREAS,
the Seller and the Servicer agree that the provisions of the SWSA shall apply
to
the Mortgage Loans, but only to the extent provided herein and that this
Agreement shall govern the Mortgage Loans for so long as such Mortgage Loans
remain subject to the provisions of the Trust Agreement.
WHEREAS,
the Master Servicer and any successor master servicer shall be obligated, among
other things, to supervise the servicing of the Mortgage Loans on behalf of
the
Trustee, and shall have the right, under certain circumstances, to terminate
the
rights and obligations of the Servicer under this Agreement.
WHEREAS,
the Seller and the Servicer intend that each of the Master Servicer and the
Trustee is an intended third party beneficiary of this Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth
and
for other good and valuable consideration, the receipt and adequacy of which
are
hereby acknowledged, the Seller and the Servicer hereby agree as
follows:
AGREEMENT
1. Definitions.
Capitalized terms used and not defined in this Agreement, including Exhibit
A
hereto and any provisions of the 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 Xxxxx Fargo Bank, N.A. will act as custodian
(the “Custodian”) of the Serviced Mortgage
Files
for the Trustee pursuant to the Custodial Agreement, dated as of May 1, 2006,
between the Custodian and the Trustee.
3. Servicing.
The
Servicer agrees, with respect to the Mortgage Loans, to perform and observe
the
duties, responsibilities and obligations that are to be performed and observed
under the provisions of the 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.
The
Servicer additionally agrees that the Servicer will fully furnish, in accordance
with the Fair Credit Reporting Act of 1970, as amended (the “Fair Credit
Reporting Act”) and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files
to
Equifax, Experian, and Trans Union Credit Information Company (three of the
credit repositories) on a monthly basis.
4. Trust
Cut-off Date.
The
parties hereto acknowledge that by operation of Section 4.05 and Section 5.01
of
the SWSA, the remittance on June 19, 2006 to the Trust Fund is to include
principal due after May 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), (d) and (e) of Section
5.01
of the SWSA.
5. Master
Servicing; Termination of Servicer.
The
Servicer, including any successor servicer hereunder, shall be subject to the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
ensure that the Servicer services the Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Trustee and the SARM 2006-5 Trust Fund (the “Trust Fund”) created pursuant to
the Trust Agreement, shall have the same rights as the Seller 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 Master Servicer, except as otherwise specified in Exhibit A hereto.
The
Master Servicer shall be entitled to terminate the rights and obligations of
the
Servicer under this Agreement upon the failure of the Servicer to perform any
of
its obligations under this Agreement, as provided in Article X (Default) of
the
SWSA. Notwithstanding anything herein to the contrary, in no event shall the
Master Servicer be required to assume any obligations of the Seller 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.
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6. No
Representations.
Neither
the Servicer nor the Master Servicer shall be obligated or required to make
any
representations and warranties regarding the characteristics of the Mortgage
Loans (other than those representations and warranties made by the Servicer
in
Section 3.01 of the SWSA, which the Servicer hereby restates as of the Closing
Date) 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
000
Xxxxxxxxx Xxxxx, 0xx
Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attn:
Xxxxxx X. Xxxxxx, Master Servicing,
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
SARM
2006-5
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, National Association
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: SARM 2006-5
3
All
notices required to be delivered to the Trustee hereunder shall be delivered
to
the Trustee at the following address:
U.S.
Bank
National Association
Corporate
Trust Services
0
Xxxxxxx
Xxxxxx
Xxxxxx,
XX 00000
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Attention:
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Structured
Finance/SARM 2006-5
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Telephone:
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(000)
000-0000
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Telecopier:
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(000)
000-0000
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All
written information required to be delivered to the Seller hereunder shall
be
delivered to LBH at the following address:
Xxxxxx
Brothers Holdings Inc.
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Contract Finance - SARM 2006-5
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. Acknowledgement.
The
Servicer hereby acknowledges that the rights and obligations of LBB under the
SWSA will be assigned to the Seller on the Closing Date pursuant to the
Assignment and Assumption Agreement; that such rights and obligations, as
amended by this Agreement will, in turn, be re-assigned by the Seller to SASCO
under the Mortgage Loan Sale and Assignment Agreement; and that such rights
and
obligations will simultaneously be re-assigned by SASCO to the Trust Fund under
the Trust Agreement. The Servicer agrees that the Assignment and Assumption
Agreement, the Mortgage Loan Sale and Assignment Agreement and the Trust
Agreement will each be a valid assignment and assumption agreement or other
assignment document required pursuant to Sections 2.02 and 12.10 of the SWSA
and
will constitute a valid assignment and assumption of the rights and obligations
of LBB under the SWSA to the Seller, by the Seller to SASCO, and by SASCO to
the
Trust Fund, as applicable. In addition, the Trust Fund will make a REMIC
election. The Servicer hereby consents to each such assignment and assumption
and acknowledges the Trust Fund’s REMIC election.
9. 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.
4
10. 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.
11. Reconstitution.
The
Seller and the Servicer agree that this Agreement is a reconstituted agreement
executed in connection with a “Securitization Transaction,” and that the date
hereof is the “Reconstitution Date,” each as defined in the SWSA.
5
Executed
as of the day and year first above written.
XXXXXX
BROTHERS HOLDINGS INC.,
as
Seller
By:
______________________________
Name:
Xxxxx Xxxxxxx
Title:
Authorized Signatory
XXXXX
FARGO BANK, N.A.,
as
Servicer
By:
______________________________
Name:
Title:
Acknowledged:
AURORA
LOAN SERVICES LLC,
as Master Servicer
as Master Servicer
By:
______________________________
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
U.S.
BANK NATIONAL ASSOCIATION
as
Trustee and not individually
By:
______________________________
Name:
Title:
Name:
Title:
EXHIBIT
A
Modifications
to the SWSA
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1.
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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
Transfers, Securitization Transactions and Reconstitution, and (iv)
Assignments of Mortgage, shall be disregarded for purposes relating
to
this Agreement. The exhibits to the SWSA and all references to such
exhibits shall also be disregarded.
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2.
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The
definition of “Accepted Servicing Practices” in Article I is hereby
amended to read as follows:
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Accepted
Servicing Practices:
With
respect to any Mortgage Loan, those mortgage servicing practices (i) of prudent
mortgage lending institutions which service mortgage loans of the same type
as
such Mortgage Loan in the jurisdiction where the related Mortgaged Property
is
located and
(ii)
in accordance with applicable state, local and federal laws, rules and
regulations.
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3.
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The
definition of “Custodial Agreement” in Article I is hereby amended to read
as follows:
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Custodial
Agreement:
Each
custodial agreement relating to custody of certain of the Mortgage Loans, each
between a Custodian and the Trustee and each acknowledged by the Master
Servicer, the Seller, the Servicer and the Depositor, each dated as of May
1,
2006.
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4.
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The
definition of “Custodian” in Article I is hereby amended to read as
follows:
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Custodian:
means
Xxxxx Fargo Bank, N.A. and any of its successors and assigns.
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5.
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The
definition of “Determination Date” in Article I is hereby amended to read
as follows:
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Determination
Date:
With
respect to each Remittance Date, the 15th
day of
the month in which such Remittance Date occurs, or, if such 15th
day is
not a Business Day, the next succeeding Business Day.
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6.
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A
new definition of “Document Transfer Event” is hereby added to Article I
immediately following the definition of “Determination Date” to read as
follows:
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Document
Transfer Event:
The day
on which (i) Xxxxx Fargo Bank, N.A. or any successor thereto is no longer the
servicer of any of the Mortgage Loans, (ii) the senior, unsecured long-term
debt
rating of Xxxxx Fargo & Company is less than “BBB-” by Fitch or (iii) any
Rating Agency requires the Servicer to deliver the Retained Mortgage Files
to
the Custodian.
A-1
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7.
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The
definition of “First Remittance Date” in Article I is hereby deleted in
its entirety.
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8.
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New
definition of “MERS Eligible Mortgage Loan” is hereby added to Article I
immediately following the definition of “MERS” to read as
follows:
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MERS
Eligible Mortgage Loan:
Any
Mortgage
Loan that has been designated by the Servicer as recordable in the name of
MERS,
as nominee.
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9.
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The
definition of “Mortgage Interest Rate” in Article I is hereby amended by
adding the phrase “net of any Relief Act Reduction” to the end of such
definition.
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10.
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New
definitions of “Non-MERS Eligible Mortgage Loan” and “Non-MERS Mortgage
Loans” are hereby added to Article I immediately following the definition
of “Non-Assigned Letter of Credit” to read as
follows:
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Non-MERS
Eligible Mortgage Loan:
Any
Mortgage
Loan other than a MERS Eligible Mortgage Loan.
Non-MERS
Mortgage Loan:
Any
Mortgage Loan other than a MERS Mortgage Loan.
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11.
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A
new definition of “Prepayment Interest Shortfall Amount” is added to
Article I to immediately precede the definition of “Prime Rate” and to
read as follows:
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Prepayment
Interest Shortfall Amount:
means,
with respect to any Mortgage Loan that was subject to a Principal Prepayment
in
full or in part during any Principal Prepayment Period, which Principal
Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan’s Due
Date in such Principal Prepayment Period, the amount of interest (net of the
related Servicing Fee for Principal Prepayments in full only) that would have
accrued on the amount of such Principal Prepayment during the period commencing
on the date as of which such Principal Prepayment was applied to such Mortgage
Loan and ending on the day immediately preceding such Due Date,
inclusive.
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12.
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The
definition of “Principal Prepayment” is hereby replaced with the
following:
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Principal
Prepayment:
Any
payment or other recovery of principal on a Mortgage Loan, except for any
prepayment penalty or premium, which is received in advance of its scheduled
Due
Date. The Company shall retain any prepayment penalty or premium
collected.
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13.
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A
new definition of “Qualified Depository” is hereby added to Article I
immediately following the definition of “Qualified Correspondent” to read
as follows:
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A-2
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.
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14.
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A
new definition of “Realized Loss” is added to Article I immediately
following the definition of “Rating Agencies” to read as
follows:
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Realized
Loss:
With
respect to each Liquidated Mortgage Loan (as defined in the Trust Agreement),
an
amount equal to (i) the unpaid principal balance of such Mortgage Loan as of
the
date of liquidation, minus (ii) Liquidation Proceeds received, to the extent
allocable to principal, net of amounts that are reimbursable therefrom to the
Master Servicer or the Servicer with respect to such Mortgage Loan (other than
Monthly Advances of principal) including expenses of liquidation.
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15.
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A
new definition of “Relief Act Reduction” is hereby added to Article I
immediately following the definition of “Regulation AB” to read as
follows:
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Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of the interest collectible thereon as a result of the application of
the
Servicemembers Civil Relief Act, any amount by which interest collectible on
such Mortgage Loan for the Due Date in the related Due Period is less than
the
interest accrued thereon for the applicable one-month period at the Mortgage
Interest Rate without giving effect to such reduction.
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16.
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A
new definition of “Servicer Prepayment Charge Payment Amount” is added to
Article I immediately after the definition of “Servicer” to read as
follows:
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Servicer
Prepayment Charge Payment Amount:
Any
amount paid by the Servicer as a result of an impermissible waiver of a
Prepayment Charge pursuant to Section 4.01 of this Agreement.
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17.
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Section
2.01 (Conveyance of Mortgage Loans; Possession of Custodial Mortgage
Files; Maintenance of Retained Mortgage File and Servicing Files)
is
hereby amended as follows:
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A-3
(i) by
deleting the first paragraph thereof and replacing the word “Purchaser” with the
words “Trustee and the Trust Fund” in each instance; and
(ii) by
adding the following after the word “Purchaser” in the fifteenth line of the
second paragraph:
or
within
60 days of the occurrence of a Document Transfer Event
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18.
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Section
2.02 (Books and Records; Transfers of Mortgage Loans) is hereby amended
as
follows:
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(i) by
replacing the reference to “Purchaser” in the first paragraph and the second
sentence of the second paragraph of such section with “Trustee and the Trust
Fund;” and
(ii) by
adding the following paragraph as the last paragraph of such section:
Only
if
so requested by the Seller or the Master Servicer, the Servicer, at the
Depositor’s expense, shall cause to be properly prepared and recorded as
Assignment of Mortgage in favor of the Trustee with respect to each Non-MERS
Mortgage Loan in each public recording office where such Non-MERS Mortgage
Loans
are recorded, as soon as practicable after the Closing Date (but in no event
more than 90 days thereafter to the extent delays are caused by the applicable
recording office).
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19.
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The
parties acknowledge that the fourth paragraph of Section 2.02 shall
be
inapplicable to this Agreement.
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20.
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The
parties acknowledge that Section 2.03 (Custodial Agreement; Delivery
of
Documents) shall be superceded by the provisions of the Custodial
Agreement.
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21.
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The
first paragraph of Section 3.01 (Company Representations and Warranties)
is hereby amended by replacing the words “to the Purchaser” with “to the
Trust Fund, the Master Servicer, the Depositor and the Trustee.”
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22.
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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.”
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23.
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Section
3.01(f) (Ability to Perform) is hereby amended by deleting the second
and
third sentences thereof.
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24.
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Section
3.01(h) (No Consent Required) is hereby amended by deleting the words
“or
the sale of the Mortgage Loans.”
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25.
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Section
3.01 (i) (Selection Process), Section 3.01(k) (Sale Treatment), Section
3.01(m) (No Brokers’ Fees) and Section 3.01(n) (Fair Consideration) shall
be inapplicable to this Agreement.
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A-4
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26.
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A
new paragraph is hereby added at the end of Section 3.01 (Company
Representations and Warranties) to read as
follows:
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It
is
understood and agreed that the representations and warranties set forth in
Section 3.01 (a) through (h), (j) and (l) shall survive the engagement of the
Company to perform the servicing responsibilities hereunder and the delivery
of
the Servicing Files to the Company and shall inure to the benefit of the
Depositor, the Trustee, the Trust Fund and the Master Servicer. Upon discovery
by either the Company, the Depositor, the Master Servicer or the Trustee of
a
breach of any of the foregoing representations and warranties which materially
and adversely affects the ability of the Company to perform its duties and
obligations under this Agreement or otherwise materially and adversely affects
the value of the Mortgage Loans, the Mortgaged Property or the priority of
the
security interest on such Mortgaged Property or the interest of the Depositor,
Trustee or the Trust Fund, the party discovering such breach shall give prompt
written notice to the other.
Within
60
days of the earlier of either discovery by or notice to the Company of any
breach of a representation or warranty set forth in Section 3.01 which
materially and adversely affects the ability of the Company to perform its
duties and obligations under this Agreement or otherwise materially and
adversely affects the value of the Loans, the Mortgaged Property or the priority
of the security interest on such Mortgaged Property, the Company shall use
its
best efforts promptly to cure such breach in all material respects and, if
such
breach cannot be cured, the Company shall, at the Trustee’s or Master Servicer’s
option, assign the Company’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 and to the
extent required under the Trust Agreement). Such assignment shall be made in
accordance with Section 12.01.
In
addition, the Company shall indemnify (from its own funds) the Depositor, 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 Company’s
representations and warranties contained in this Agreement. It is understood
and
agreed that the remedies set forth in this Section 3.01 constitute the sole
remedies of the Depositor, the Master Servicer, the Trust Fund and the Trustee
respecting a breach of the foregoing representations and
warranties.
Any
cause
of action against the Company relating to or arising out of the breach of any
representations and warranties made in Section 3.01 shall accrue upon (i)
discovery of such breach by the Company or notice thereof by the Trustee or
Master Servicer to the Company, (ii) failure by the Company to cure such breach
within the applicable cure period, and (iii) demand upon the Company by the
Depositor, the Trustee or the Master Servicer for compliance with this
Agreement.
A-5
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27.
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Section
4.01 (Company to Act as Servicer) is hereby amended by replacing
the
second paragraph of such section with the
following:
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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. The Company shall be
entitled to reimbursement for such advances to the same extent as for all other
advances made pursuant to Section 5.03. Without limiting the generality of
the
foregoing, the Company shall continue, and is hereby authorized and empowered,
to execute and deliver on behalf of itself and the Purchaser, all instruments
of
satisfaction or cancellation, or of partial or full release, discharge and
all
other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties; provided, further, that upon the full
release or discharge, the Company shall notify the related Custodian of the
related Mortgage Loan of such full release or discharge. If reasonably required
by the Company, the Purchaser shall furnish the Company with any powers of
attorney and other documents necessary or appropriate to enable the Company
to
carry out its servicing and administrative duties under this Agreement. Promptly
after the execution of any assumption, modification, consolidation or extension
of any Mortgage Loan, the 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.
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28.
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Section
4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
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(i) the
words “in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans
- P&I” in the fourth and fifth lines of the first sentence of the first
paragraph shall be replaced by the following: “in trust for SARM 2006-5 Trust
Fund and various Mortgagors”.
(ii) by
amending clause (viii) to read as follows:
A-6
(viii) the
amount of any Prepayment Interest Shortfall Amount paid out of the Company’s own
funds without any right to reimbursement therefor;
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29.
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Section
4.05 (Permitted Withdrawals From Custodial Account) is hereby amended
as
follows:
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(i) by
replacing the last five lines of clause (ii) with the following:
the
Trust
Fund; provided however, that in the event that the Company determines in good
faith that any unreimbursed Monthly Advances will not be recoverable from
amounts representing late recoveries of payments of principal or interest
respecting the particular Mortgage Loan as to which such Monthly Advance was
made or from Liquidation Proceeds or Insurance Proceeds with respect to such
Mortgage Loan, the Company may reimburse itself for such amounts from the
Custodial Account, it being understood, in the case of any such reimbursement,
that the Company’s right thereto shall be prior to the rights of the Trust Fund;
and
(ii) by
amending clause (v) thereof by adding the words “Section 4.01 and” before the
reference to Section 8.01.
|
30.
|
Section
4.06 (Establishment of and Deposits to Escrow Account) is hereby
amended
by deleting the words “Purchaser and/or subsequent purchasers of Mortgage
Loans, and various Mortgagors - T&I” in the fourth and fifth lines of
the first sentence of the first paragraph, and replacing it with
the
following:
|
in
trust
for the SARM 2006-5 Trust Fund and various Mortgagors.
|
31.
|
Section
4.07 (Permitted Withdrawals from Escrow Account) is hereby amended
by
removing the word “and” at the end of clause (viii), replacing the period
at the end of clause (ix) with “; and” and adding a new clause (x) to read
as follows:
|
(x) to
transfer funds to another Eligible Institution in accordance with Section 4.09
hereof.
|
32.
|
Section
4.09 (Protection of Accounts) is hereby amended as
follows:
|
(i)
by replacing
the words “the Purchaser” with “the Master Servicer” in each instance; and
(ii)
by adding the
following sentence as the last sentence of such section:
The
Company shall give notice to the Master Servicer of any transfer of the
Custodial Account, the Subsidy Account or the Escrow Account to a different
Qualified Depository no later than 30 days after any such transfer is made
and
deliver to the Master Servicer, upon request, a certification notice in the
form
of Exhibit F or Exhibit G, as applicable, with respect to such Qualified
Depository.
A-7
|
33.
|
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”;
(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 Company shall dispose of such REO
Property not later than the end of the third taxable year after the year of
its
acquisition by the Trust Fund unless the Company has applied for and received
a
grant of extension from the Internal Revenue Service ( and provided a copy
of
the same to the Master Servicer and the Trustee) to the effect that, under
the
REMIC Provisions and any relevant proposed legislation and under applicable
state law, the applicable Trust REMIC may hold REO Property for a longer period
without adversely affecting the REMIC status of such REMIC or causing the
imposition of a federal or state tax upon such REMIC. If the Company has
received such an extension, then the Company shall continue to attempt to sell
the REO Property for its fair market value for such period longer than three
years as such extension permits (the “Extended Period”). If the Company has not
received such an extension and the Company is unable to sell the REO Property
within the period ending 3 months before the end of such third taxable year
after its acquisition by the Trust Fund or if the Company has received such
an
extension, and the Company is unable to sell the REO Property within the period
ending three months before the close of the Extended Period, the Company shall,
before the end of the three year period or the Extended Period, as applicable,
(i) purchase such REO Property at a price equal to the REO Property’s fair
market value or (ii) auction the REO Property to the highest bidder (which
may
be the Company) in an auction reasonably designed to produce a fair price prior
to the expiration of the three-year period or the Extended Period, as the case
may be. The Trustee shall sign any document or take any other action reasonably
requested by the Company which would enable the Company, on behalf of the Trust
Fund, to request such grant of extension.
Notwithstanding
any other provisions of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise used
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 Company 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 thereto;
(iv) replacing
the word “sentence” with “paragraph”, in the seventh line of the third paragraph
thereto;
(v) replacing
the word “advances” in the sixth line of the fifth paragraph thereof with
“Monthly Advances,” and
(vi) by
adding the following to the end of such Section:
Prior
to
acceptance by the Company of an offer to sell any REO Property, for a sale
price
that is less than 90% of the unpaid principal balance of the related Mortgage
Loan, the Company shall notify the Master Servicer of such offer in writing
which notification shall set forth all material terms of said offer (each a
“Notice of Sale”). The Master Servicer shall be deemed to have approved the sale
of any REO Property unless it notifies the Company in writing, within two (2)
Business Days after its receipt of the related Notice of Sale, that it
disapproves of the related sale, in which case the Company shall not proceed
with such sale.
|
34.
|
Section
5.01 (Remittances) is hereby amended as
follows:
|
|
(i)
|
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
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: XXXX 0000-0
|
(xx)
|
by
replacing the words “second Business Day” in the first and second
sentences of the second paragraph of such section with “first Business
Day.”
|
|
35.
|
Section
5.02 (Statements to Purchaser) is hereby amended to read as
follows:
|
Section
5.02 Statements
to Master Servicer.
Not
later
than the tenth calendar day of each month (or if such calendar day is not a
Business Day, the immediately preceding Business Day), the Servicer shall
furnish to the Master Servicer (i) a monthly remittance advice in the format
set
forth in Exhibit D-1 hereto and a monthly defaulted loan report in the format
set forth in Exhibit D-2 hereto (or in such other format mutually agreed to
between the Servicer and the Master Servicer) 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; provided,
however, the information required by Exhibit D-2 is limited to that
which is readily available to the Servicer and is mutually agreed to by the
Servicer and Master Servicer.
A-9
|
36.
|
Section
6.04 (Annual Statement as to Compliance) is hereby amended as
follows:
|
|
(a)
|
replacing
the words “the Purchaser and any Depositor” with “the Master Servicer and
the Depositor” in each instance;
and
|
|
(b)
|
replacing
the words “the Purchaser and such Depositor” with “the Master Servicer and
such Depositor” in each instance.”
|
|
37.
|
Section
6.05 (Annual Independent Public Accountants’ Servicing Report) is hereby
deleted in its entirety.
|
|
38.
|
Section
6.06 (Report on Assessment of Compliance and Attestation) is hereby
amended as follows:
|
|
(a)
|
by
replacing the words “the Purchaser and any Depositor” with “the Depositor
and the Master Servicer” in each
instance;
|
|
(b)
|
by
replacing the words “the Purchaser and such Depositor” with “the Depositor
and such Master Servicer” in each
instance;
|
|
(c)
|
by
replacing the words “delivered to the Purchaser” with “delivered to the
Depositor and the Master Servicer”;
|
|
(d)
|
by
replacing the words “deliver to the Purchaser, any Depositor” with
“deliver to the Depositor and the Master Servicer.”;
and
|
|
(e)
|
by
replacing the last sentence of clause (i) of such Section in its
entirety
with the following:
|
“Such
report shall be addressed to the Master Servicer and such Depositor and signed
by an authorized officer of the Company, and shall address each of the Servicing
Criteria specified in Exhibit H hereto;”
|
39.
|
Section
8.01 (Indemnification; Third Party Claims) is hereby amended to read
as
follows:
|
The
Servicer shall indemnify Xxxxxx Brothers Bank, FSB, the Depositor, the Trust
Fund, the Trustee and the Master Servicer and hold each of them harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and any other costs,
fees
and expenses that any of such parties may sustain in any way related to the
failure of the Servicer to perform its duties and service the Mortgage Loans
in
strict compliance with the terms of this Agreement (including, but not limited
to its obligations to provide any information, report, certification,
accountants’ letter or other material pursuant to Sections 6.04 and 6.06
hereunder) or for any inaccurate or misleading information provided pursuant
to
Sections 6.04 and 6.06 hereunder. The Servicer immediately shall notify Xxxxxx
Brothers Bank, FSB, the Master Servicer and the Trustee or any other relevant
party if a claim is made by a third party with respect to this Agreement or
the
Mortgage Loans, assume (with the prior written consent of the indemnified party,
which consent shall not be unreasonably withheld or delayed) the defense of
any
such claim and pay all expenses in connection therewith, including counsel
fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or any of such parties in respect of such claim. The Servicer
shall follow any written instructions received from the Master Servicer or
the
Trustee in connection with such claim. The Servicer shall provide the Trustee
(with a copy to the Master Servicer) with a written report of all expenses
and
advances incurred by the Servicer pursuant to this Section 8.01, and the Trustee
(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.
A-10
|
40.
|
Section
9.01 (Removal of Mortgage Loans from Inclusion Under this Agreement
Upon
the Securitization Transaction) is hereby amended
by:
|
|
(a)
|
deleting
the subsection (c), except for the last
sentence;
|
|
(b)
|
changing
any reference to “Purchaser” to “Master Servicer” in each instance in
subsections (d) and (e) and the last four paragraphs of Section
9.01.
|
|
(c)
|
replacing
subsection (d)(i)(D) in its entirety with the
following:
|
“a
description of any affiliation or relationship (of a type described in Item
1119
of Regulation AB) between the Company, each Third-Party Originator, each
Subservicer and any of the parties listed on Exhibit L hereto.”;
|
(d)
|
replacing
subsection (d)(vi)(A)(7) in its entirety with the
following:
|
“except
for the parties listed on the attached Exhibit M, there are no affiliations,
relationships or transactions between the Company, any Subservicer or any
Third-Party Originator and any party listed on Exhibit L hereto.”;
and
|
(e)
|
by
(1) changing the reference to “the Purchaser, each affiliate of the
Purchaser” to “the Trust Fund, the Master Servicer, the Depositor and the
Trustee,” (2) deleting the reference to “or the Depositor,” and (3)
deleting the reference to “and the Depositor” in subsection
(e).
|
A-11
|
41.
|
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 (5) days” to “two (2) Business Days” in clause (i);
and
|
|
(c)
|
adding
the words “within the applicable cure period” after the word “remedied” in
the first line of the first full
paragraph.
|
|
42.
|
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”.
|
|
43.
|
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.
|
44.
|
Section
11.02 (Termination Without Cause) is hereby amended by replacing
the first
reference to “Purchaser” with “Xxxxxx Brothers Bank, FSB (with the prior
consent of the Trustee)” and by replacing all other references to
“Purchaser” with “Xxxxxx Brothers Bank,
FSB.”
|
|
45.
|
Section
12.01 (Successor to Company) is hereby amended to read as
follows:
|
A-12
Simultaneously
with the termination of the Servicer’s responsibilities and duties under this
Agreement pursuant to Sections 8.04, 10.01, 11.01(ii) or 11.02, the Master
Servicer shall, in accordance with the provisions of the 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, Xxxxxx
Brothers Bank, FSB, the Trustee and each Rating Agency (as such term is defined
in the Trust Agreement). Unless the successor servicer is at that time a
servicer of other mortgage loans for the Trust Fund, each Rating Agency must
deliver to the Trustee a letter to the effect that such transfer of servicing
will not result in a qualification, withdrawal or downgrade of the then-current
rating of any of the Certificates. In connection with such appointment and
assumption, the Master Servicer or Xxxxxx Brothers Bank, FSB, 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.
A-13
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Trustee, the Servicer and the Master Servicer an instrument (i) accepting
such appointment, wherein the successor shall make an assumption of the due
and
punctual performance and observance of each covenant and condition to be
performed and observed by the Servicer under this Agreement, whereupon such
successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer, with like effect
as if originally named as a party to this Agreement. Any termination or
resignation of the Servicer or termination of this Agreement pursuant to
Sections 8.04, 10.01, 11.01 or 11.02 shall not affect any claims that the Master
Servicer or the Trustee may have against the Servicer arising out of the
Servicer’s actions or failure to act prior to any such termination or
resignation.
The
Servicer shall deliver, within three (3) Business Days of the appointment of
a
successor Servicer, the funds in the Custodial Account and Escrow Account and
all Collateral Files, Credit Files and related documents and statements held
by
it hereunder to the successor Servicer and the Servicer shall account for all
funds and shall execute and deliver such instruments and do such other things
as
may reasonably be required to more fully and definitively vest in the successor
all such rights, powers, duties, responsibilities, obligations and liabilities
of the Servicer.
Upon
a
successor’s acceptance of appointment as such, the Servicer shall notify the
Trustee and Master Servicer of such appointment in accordance with the notice
procedures set forth herein.
Except
as
otherwise provided in this Agreement, all reasonable costs and expenses incurred
in connection with any transfer of servicing hereunder (whether as a result
of
termination 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.
|
46.
|
Section
12.02 (Amendment) is hereby amended by replacing the words “by written
agreement signed by the Company and the Purchaser” with “by written
agreement signed by the Servicer and Xxxxxx Brothers Bank, FSB, with
the
written consent of the Master Servicer and the
Trustee”.
|
|
47.
|
Section
12.04 (Duration of Agreement) is hereby amended by deleting the last
sentence thereof.
|
|
48.
|
Section
12.10 (Assignment by Purchaser) is hereby deleted in its
entirety.
|
A-14
|
49.
|
A
new Section 12.12 (Intended Third Party Beneficiaries) is hereby
added to
the SWSA to read as follows:
|
Section
12.12 Intended
Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties to this
Agreement agree that it is appropriate, in furtherance of the intent of such
parties as set forth herein, that the Trust Fund, Master Servicer, the Depositor
and the Trustee receive the benefit of the provisions of this Agreement as
intended third party beneficiaries of this Agreement to the extent of such
provisions. The Servicer shall have the same obligations to the Trust Fund,
the
Master Servicer, the Depositor and the Trustee as if they were parties to this
Agreement, and the Trust Fund, the Master Servicer, the Depositor and the
Trustee shall have the same rights and remedies to enforce the provisions of
this Agreement as if they were parties to this Agreement. The Servicer shall
only take direction from the Master Servicer (if direction by the Master
Servicer is required under this Agreement) unless otherwise directed by this
Agreement. Notwithstanding the foregoing, all rights and obligations of the
Trust Fund, the Master Servicer, the Depositor and the Trustee hereunder (other
than the right to indemnification) shall terminate upon termination of the
Trust
Agreement and of the Trust Fund pursuant to the Trust Agreement.
|
50.
|
Exhibit
L (Transaction Parties) is hereby added to the
SWSA.
|
X-00
XXXXXXX
X-0
Trust
Agreement
See
Exhibit 4.1
B-1-1
EXHIBIT
B-2
Assignment
and Assumption Agreement
[Intentionally
Omitted]
B-2-1
EXHIBIT
C
(SWSA)
Seller’s
Warranties and Servicing Agreement (WFHM Mortgage Loan Series
2006-W24)
See
Exhibit 99.6
C-1
Exhibit
D-1
MONTHLY
REMITTANCE ADVICE
|
FIELD
NAME
|
DESCRIPTION
|
FORMAT
|
|
INVNUM
|
INVESTOR
LOAN NUMBER
|
Number
no decimals
|
|
SERVNUM
|
SERVICER
LOAN NUMBER, REQUIRED
|
Number
no decimals
|
|
BEGSCHEDBAL
|
BEGINNING
SCHEDULED BALANCE FOR SCHED/SCHED
|
Number
two decimals
|
|
BEGINNING
TRAIL BALANDE FOR ACTUAL/ACTUAL,
|
||
|
REQUIRED
|
||
|
SCHEDPRIN
|
SCHEDULED
PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
|
ACTUAL
PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
|
||
|
REQUIRED,
.00 IF NO COLLECTIONS
|
||
|
CURT1
|
CURTAILMENT
1 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
CURT1DATE
|
CURTAILMENT
1 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
|
CURT1ADJ
|
CURTAILMENT
1 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
CURT2
|
CURTAILMENT
2 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
CURT2DATE
|
CURTAILMENT
2 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
|
CURT2ADJ
|
CURTAILMENT
2 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
LIQPRIN
|
PAYOFF,
LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
OTHPRIN
|
OTHER
PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
PRINREMIT
|
TOTAL
PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
INTREMIT
|
NET
INTEREST REMIT, INCLUDE PAYOFF INTEREST,
|
Number
two decimals
|
|
.00
IF NOT APPLICABLE
|
||
|
TOTREMIT
|
TOTAL
REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
ENDSCHEDBAL
|
ENDING
SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
|
ENDING
TRIAL BALANCE FOR ACTUAL/ACTUAL
|
||
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||
|
ENDACTBAL
|
ENDING
TRIAL BALANCE
|
Number
two decimals
|
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||
|
ENDDUEDATE
|
ENDING
ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT
|
DD-MMM-YY
|
|
ACTCODE
|
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.
|
D-2-1
|
Bankruptcy
flag
|
VARCHAR2(2)
|
Y=Active
Bankruptcy
|
N=No
Active Bankruptcy
|
Servicer
defined indicator that identifies that the property is an asset
in an
active bankruptcy case.
|
|
Bankruptcy
Case Number
|
VARCHAR2(15)
|
|
|
The
court assigned case number of the bankruptcy filed by a party with
interest in the property.
|
|
MI
claim amount paid
|
NUMBER(15,2)
|
|
|
The
amount paid to the servicer by the PMI company as a result of submitting
an MI claim.
|
|
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.
|
D-2-2
|
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.
|
|
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).
|
D-2-3
|
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.
|
|
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.
|
D-2-4
|
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.
|
D-2-5
|
Original
loan amount
|
NUMBER(10,2)
|
|
|
Amount
of the contractual obligations (i.e.: note and mortgage/deed of
trust).
|
|
Original
value amount
|
NUMBER(10,2)
|
|
|
Appraised
value of property as of origination typically determined through
the
appraisal process.
|
|
Origination
date
|
DATE(MM/DD/YYYY)
|
|
|
Date
that the contractual obligations (i.e.: note and mortgage/deed
of trust)
of the mortgagor 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.
|
D-2-6
|
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.
|
|
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.
|
D-2-7
|
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.
|
D-2-8
|
Repay
next due date
|
DATE(MM/DD/YYYY)
|
|
|
The
due date of the next outstanding payment due under a forbearance
or
repayment plan agreed to by both the mortgagor and servicer.
|
|
Repay
plan broken/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.
|
D-2-9
|
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.
|
|
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.
|
D-2-10
|
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-2-11
EXHIBIT
L
TRANSACTION
PARTIES
Trustee:
U.S. Bank National Association
Securities
Administrator: Xxxxx Fargo Bank, N.A.
Master
Servicer: Aurora Loan Services LLC
Credit
Risk Manager: N/A
PMI
Insurer: N/A
Interest
Rate Swap Counterparty: N/A.
Interest
Rate Cap Counterparty: N/A
Servicers:
Aurora Loan Services LLC, Countrywide Home Loans Servicing LP, PHH Mortgage
Corp. and Xxxxx Fargo Bank, N.A.
Originators:
Xxxxx Fargo Bank, N.A., Xxxxxx Brothers Bank, FSB, American Home Mortgage,
PHH
Mortgage Corp., Impac Mortgage Corp., Mortgage IT, Bay Capital, Ohio Savings
Bank, GreenPoint Funding Corp., Sierra Pacific and Countrywide Home Loans,
Inc.
Custodians:
Deutsche Bank National Trust Company, LaSalle Bank National Association, Xxxxx
Fargo Bank, N.A. and U.S. Bank National Association
Seller:
Xxxxxx Brothers Holdings Inc.
L-1
EXHIBIT
M
AFFILIATIONS
The
Company is affiliated with the Securities Administrator and the Custodian for
this transaction.
SCHEDULE
I
Mortgage
Loan Schedule
On
file
at the Offices of:
Dechert
LLP
0000
Xxxx
Xxxxxx
Xxxxxxxxxxxx,
XX 00000
Att:
Xxxxxx X. Xxxxxxx
000.000.0000
tel
000.000.0000
fax
Schedule
I
