Exhibit 99.13
Execution Copy
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as
of the 1st day of June, 2006, by and between XXXXXX BROTHERS HOLDINGS, INC., a
Delaware corporation ("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, fixed 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 June 1, 2006 (the "Trust
Agreement"), attached as Exhibit B-1 hereto, among the Trustee, the Master
Servicer 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, dated as of April
1, 2006 (WFHM Series 2006-W26 and 2006-W27) (the "SWSA"), which is attached as
Exhibit C hereto, between LBB, as purchaser, and the Servicer, as seller and as
servicer.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as of
June 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 pursuant to the SWSA, and the Servicer has agreed to do so,
subject to the rights of the Seller and the Master Servicer to terminate the
rights and obligations of the Servicer hereunder as set forth herein and to the
other conditions set forth herein.
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 June 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 July 18, 2006 to
the Trust Fund is to include principal due after June 1, 2006 (the "Trust
Cut-off Date") plus interest, at the Mortgage Loan Remittance Rate collected
during the related Due Period exclusive of any portion thereof allocable to a
period prior to the Trust Cut-off Date, with the adjustments specified in
clauses (b), (c), (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 LXS 2006-10N 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
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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.
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
LXS 2006-10N
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
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services LLC,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: LXS 2006-10N
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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
Attention: Structured Finance/LXS 0000-00X
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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 - LXS 0000-00X
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.
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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.
12. NIMS Insurer. In addition to the terms and conditions set forth in this
Agreement, any and all rights of the Master Servicer and Trustee to receive
notices from the Servicer pursuant to this Agreement shall hereby be equally
granted to the NIMS Insurer. The Master Servicer or the Trustee shall notify the
Servicer in writing of the name and address of the NIMS insurer and the name and
telephone number of the appropriate contact employee of the NIMS Insurer. For
any and all obligations of the Servicer to obtain consent from the Master
Servicer and the Trustee pursuant to this Agreement, the Servicer must also
obtain such consent from the NIMS Insurer. Notwithstanding any other provision
in this Agreement, the Trust Fund shall hold harmless and indemnify the Servicer
for any failure of the NIMS Insurer to comply with the provisions of this
Agreement. Notwithstanding any provision herein to the contrary, the parties to
this Agreement agree that it is appropriate, in furtherance of the intent of
such parties as set forth herein, that the NIMS Insurer receive the benefit of
the provisions of this Agreement as an intended third party beneficiary of this
Agreement to the extent of such provisions. The Servicer shall have the same
obligations to the NIMS Insurer as if it was a party to this Agreement, and the
NIMS Insurer shall have the same rights and remedies to enforce the provisions
of this Agreement as if it was a party to this Agreement. The parties hereto
agree to cooperate in good faith to amend this Agreement in accordance with the
terms hereof to include such other provisions as may be reasonably requested by
the NIMS Insurer. Notwithstanding the foregoing, all rights of the NIMS Insurer
set forth in this Agreement shall exist only so long as the NIM Securities
issued pursuant to the NIMS Transaction remain outstanding or the NIMS Insurer
is owed amounts in respect of its guarantee of payment on such NIM Securities.
"NIM Security" shall mean any net interest margin security issued by an
owner trust or special purpose entity that is holding all rights, title and
interest in and to the Class 1-X or Class 2-X Certificates issued by the Trust
Fund.
"NIMS Insurer" shall mean collectively, any insurance companies issuing a
financial guaranty insurance policy covering certain payments to be made on NIM
Securities pursuant to a NIMS Transaction.
"NIMS Transaction" shall mean any transaction in which NIM Securities are
secured, in part, by the payments on the Class 1-X or Class 2-X Certificates
issued by the Trust Fund.
13. Distressed Mortgage Loans. The NIMS Insurer may, at its option,
purchase a Distressed Mortgage Loan; provided, however, prior to any such
purchase, the Servicer shall be required to continue to make Monthly Advances
with respect to such Distressed Mortgage Loans, to the extent required by the
applicable servicing provisions in the SWSA. Any such purchase shall be
accomplished by: (A) remittance to the Master Servicer of the Purchase Price (as
defined in the Trust Agreement) for the Distressed Mortgage Loan for deposit
into the
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Collection Account established by the Master Servicer pursuant to the Trust
Agreement, and (B) the NIMS Insurer's (i) acknowledgment and agreement to retain
Servicer, as the servicer for any such purchased Distressed Mortgage Loan, to
service such Distressed Mortgage Loan pursuant to the provisions of the SWSA,
and (ii) assumption, for the benefit of the Servicer, the rights and obligations
of the Trust Fund as owner of such purchased Distressed Mortgage Loans pursuant
to the SWSA. The Trustee and the Servicer shall immediately effectuate the
conveyance of the purchased Distressed Mortgage Loans to the NIMS Insurer
exercising the purchase option, including prompt delivery of the Servicing File
and all related documentation to the applicable NIMS Insurer. A Distressed
Mortgage Loan is as of any Determination Date a Mortgage Loan that is delinquent
in payment for a period of ninety (90) days or more, without giving effect to
any grace period permitted by the related Mortgage Loan, or for which the
Servicer or Trustee has accepted a deed in lieu of foreclosure.
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Seller
By:
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
XXXXX FARGO BANK, N.A.,
as Servicer
By:
-----------------------------------
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES LLC,
as Master Servicer
By:
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
as Trustee and not individually
By:
---------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Assistant Vice President
EXHIBIT A
Modifications to the 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 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.
2. The definition of "Accepted Servicing Practices" in Article I is hereby
amended to read as follows:
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.
3. The definition of "Custodial Agreement" in Article I is hereby amended to
read as follows:
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 June 1, 2006.
4. The definition of "Custodian" in Article I is hereby amended to read as
follows:
Custodian: means Xxxxx Fargo Bank, N.A. and any of its successors and
assigns.
5. The definition of "Determination Date" in Article I is hereby amended to
read as follows:
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.
6. A new definition of "Document Transfer Event" is hereby added to Article I
immediately following the definition of "Determination Date" to read as
follows:
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
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"BBB-" by Fitch or (iii) any Rating Agency requires the Servicer to
deliver the Retained Mortgage Files to the Custodian.
7. The definition of "First Remittance Date" in Article I is hereby deleted in
its entirety.
8. A new definition of "MERS Eligible Mortgage Loan" is hereby added to
Article I immediately following the definition of "MERS" to read as
follows:
MERS Eligible Mortgage Loan: Any Mortgage Loan that has been
designated by the Servicer as recordable in the name of MERS, as
nominee.
9. 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.
10. New definitions of "Non-MERS Eligible Mortgage Loan" and "Non-MERS Mortgage
Loans" are hereby added to Article I immediately following the definition
of "Mortgagor" to read as follows:
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.
11. A new definition of "Prepayment Interest Shortfall Amount" is hereby added
to Article I to immediately precede the definition of "Prepayment Penalty"
and to read as follows:
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.
12. The definition of "Principal Prepayment" is hereby replaced with the
following:
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.
13. 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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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.
14. A new definition of "Realized Loss" is hereby added to Article I
immediately following the definition of "Rating Agencies" to read as
follows:
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.
15. A new definition of "Relief Act Reduction" is hereby added to Article I
immediately following the definition of "Regulation AB" to read as follows:
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.
16. 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:
(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
17. 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).
18. The parties acknowledge that the fourth paragraph of Section 2.02 shall be
inapplicable to this Agreement.
19. The parties acknowledge that Section 2.03 (Custodial Agreement; Delivery of
Documents) shall be superceded by the provisions of the Custodial
Agreement.
20. 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."
21. 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."
22. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second and third sentences thereof.
23. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans."
24. 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.
25. A new paragraph is hereby added at the end of Section 3.01 (Company
Representations and Warranties) to read as follows:
It is understood and agreed that the representations and
warranties set forth in Section 3.01 (a) through (h), (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
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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.
26. Section 4.01 (Company to Act as Servicer) is hereby amended by replacing
the second paragraph of such section 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
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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.
27. Section 4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
(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 LXS 2006-10N Trust Fund and various Mortgagors".
(ii) by amending clause (viii) to read as follows:
(viii) the amount of any Prepayment Interest Shortfall Amount
paid out of the Company's own funds without any right to
reimbursement therefor;
28. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended as follows:
(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
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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.
29. 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 LXS 2006-10N Trust Fund and various Mortgagors.
30. 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.
31. 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 E or
Exhibit F, as applicable, with respect to such Qualified Depository.
32. 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
A-7
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.
(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
A-8
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.
33. 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
New York, New York
ABA #: 000-000-000
Account Name: Aurora Loan Services LLC
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: LXS 2006-10N
(ii) by replacing the words "second Business Day" in the first and
second sentences of the second paragraph of such section with
"first Business Day."
34. 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.
35. Section 6.04 (Annual Statement as to Compliance) is hereby amended as
follows:
A-9
(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."
36. Section 6.05 (Annual Independent Public Accountants' Servicing Report) is
hereby deleted in its entirety.
37. 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 G
hereto;"
38. 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
A-10
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.
39. Section 9.01 (Removal of Mortgage Loans from Inclusion Under this Agreement
Upon an Agency Sale, Whole Loan Transfer or 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).
40. 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
A-11
(c) adding the words "within the applicable cure period" after the
word "remedied" in the first line of the first full paragraph.
41. 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".
42. 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.
43. 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."
44. Section 12.01 (Successor to Company) is hereby amended to read as follows:
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
A-12
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 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
A-13
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.
45. 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, the NIMS Insurer and the Trustee".
46. Section 12.04 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
47. Section 12.10 (Assignment by Purchaser) is hereby deleted in its entirety.
48. 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.
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49. Exhibit L (Transaction Parties) is hereby added to the SWSA.
50. Exhibit M (Affiliations) is hereby added to the SWSA.
X-00
XXXXXXX X-0
Trust Agreement
[Intentionally Omitted]
B-1
EXHIBIT B-2
Assignment and Assumption Agreement
[Intentionally Omitted]
B-2
EXHIBIT C
(SWSA)
Seller's Warranties and Servicing Agreement (WFHM Series 2006-W26 and 2006-W27)
See Exhibit 99.14
C-1
Exhibit D-1
MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
----------------- ----------------------------------------------------------- --------------------------
Article I. 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
D-1-1
.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 Chapter of bankruptcy filed.
11= Chapter 11 filed 12= Chapter 12 filed
13= Chapter 13 filed
D-2-1
Bankruptcy flag VARCHAR2(2) Y=Active Bankruptcy Servicer defined indicator that
N=No Active Bankruptcy 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 Name of vendor or management
Appraisal=Appraisal 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 Servicer defined indicator that
N=Less than 90 days delinquent indentifies that the loan is
delinquent but is not involved in
loss mitigation, foreclosure,
bankruptcy or REO.
Foreclosure flag VARCHAR2(2) Y=Active foreclosure Servicer defined indicator that
N=No active foreclosure identifies that the loan is
involved in foreclosure
proceedings.
Corporate expense balance NUMBER(10, 2) Total of all cumulative expenses
advanced by the servicer for
non-escrow expenses such as but
not limited to: FC fees and costs,
bankruptcy fees and costs,
property preservation and property
inspections.
Foreclosure attorney referral DATE(MM/DD/YYYY) Actual date that the loan was
date 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 Name of vendor or management
Appraisal=Appraisal 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
D-2-3
Certificate (LGC) or the Mortgage
Insurance Certificate (MIC).
FHA Part A funds received DATE(MM/DD/YYYY) Actual date that funds were
date received from HUD as a result of
transmitting the 27011A claim.
Foreclosure actual sale date DATE(MM/DD/YYYY) Actual date that the foreclosure
sale was held.
Servicer loan number VARCHAR2(15) Individual number that uniquely
identifies loan as defined by
servicer.
Loan type VARCHAR2(2) 1=FHA Residential 2=VA Residential Type of loan being serviced
3=Conventional w/o PMI 4=Commercial generally defined by the existence
5=FHA Project 6=Conventional w/PMI of certain types of insurance.
7=HUD 235/265 8=Daily Simple Interest Loan (ie: FHA, VA, conventional
9=Farm Loan insured, conventional uninsured,
U=Unknown S=Sub prime 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 Servicer defined indicator that
N=No active loss mitigation identifies that the loan is
involved in completing aloss
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 The defined loss mitigation
LT=Ligitation pending NP=Pending non-performing sale alternative identified on the loss
CH= Charge off DI= Deed in lieu mit approval date.
FB= Forbearance plan MO=Modification
PC=Partial claim SH=Short sale
VA=VA refunding
Loss mit value NUMBER(10,2) Value obtained typically from a
BPO prior to foreclosure sale
intended to aid in the completion
of loss mitigation activity.
Loss mit value date DATE(MM/DD/YYYY) Name of vendor or management
company that provided the loss
mitigation valuation amount.
Loss mit value source VARCHAR2(15) BPO= Broker's Price Opinion Date that the lostt mitigation
Appraisal=Appraisal 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 The most recent status of the
T=Tenant occupied U=Unknown property regarding who if anyone
V=Vacant is occupying the property.
Typically a result of a routine
property inspection.
First Vacancydate/ Occupancy DATE(MM/DD/YYYY) The date that the most recent
status date 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 (ie: 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 (ie: note and
mortgage/deed of trust) of the
mortgagor was executed.
FHA Part B funds received DATE(MM/DD/YYYY) Actual date that funds were
date received fro HUD as a result of
transmitting the 27011B claim.
Post petition due date DATE(MM/DD/YYYY)
The post petition due date of a
loan involved in a chapter 13
bankruptcy.
Property condition VARCHAR2(2) 1= Excellent Physical condition of the property
2=Good as most recently reported to the
3=Average servicer by vendor or property
4=Fair management company.
5=Poor 6=Very poor
Property type VARCHAR2(2) 1=Single family Type of property secured by
2=Town house 3=Condo mortgage such as: single family,
4=Multifamily 5=Other 2-4 unit, etc.
6=Prefabricated B=Commercial
C=Land only 7=Mobile home
U=Unknown D=Farm
A=Church P=PUD
R=Row house O=Co-op
M=Manufactured housing 24= 2-4 family
CT=Condotel MU=Mixed use
D-2-6
Reason for default VARCHAR2(3) 001=Death of principal mtgr Cause of delinquency as identified
02=Illness of principal mtgr by mortgagor.
003=Illness of mtgr's family member
004=Death of mtgr's family member 005=Marital difficulties
006=Curtailment of income
007=Excessive obligations 008=Abandonment of property
009=Distant employee transfer 011=Property problem
012=Inability to sell property
013=Inability to rent property 014=Military service
015=Other 016=Unemployment
017=Business failure 019=Casualty loss
022=Energy-Environment costs 023= Servicing problems
026= Payment adjustment 027=Payment dispute
029=Transfer ownership pending
030=Fraud 031=Unable to contact borrower
INC=Incarceration
REO repaired value NUMBER(10,2) The projected value of the
property that is adjusted from the
"as is" value assuming necessary
repairs have been made to the
property as determined by the
vendor/property management
company.
REO list price adjustment NUMBER(15,2) The most recent listing/pricing
amount amount as updated by the servicer
for REO properties.
REO list price adjustment DATE(MM/DD/YYYY) The most recent date that the
date 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
copmany.
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 Name of vendor or management
Appraisal=Appraisal 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 DATE(MM/DD/YYYY) The servicer defined date upon
broken/reinstated/closed date 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 forebearance or repayment plan.
SBO loan number NUMBER(9) Individual number that uniquely
identifies loan as defined by
Aurora Master Servicing.
Escrow balance/advance NUMBER(10,2) The positive or negative account
balance balance that is dedicated to
payment of hazard insurance,
property taxes, MI, etc. (escrow
items only)
Title approval letter DATE(MM/DD/YYYY) The actual date that the title
received date approval was received as set forth
in the HUD title approval letter.
Title package HUD/VA date DATE(MM/DD/YYYY) The actual date that the title
package was submitted to either
HUD or VA.
VA claim funds received date DATE(MM/DD/YYYY) The actual date that funds were
received by the servicer from the
VA for the expense claim submitted
by the servicer.
VA claim submitted date DATE(MM/DD/YYYY) The actual date that the expense
claim was submitted by the
servicer to the VA.
VA first funds received NUMBER(15,2) The amount of funds received by
amount the servicer from VA as a result
of the
D-2-9
specified bid.
VA first funds received date DATE(MM/DD/YYYY) The date that the funds from the
specified bid were received by the
servicer from the VA.
VA XXX submitted date DATE(MM/DD/YYYY) Actual date that the Notice of
Election to Convey was submitted
to the VA.
Zip Code VARCHAR2(5) US postal zip code that
corresponds to property location.
FNMA Delinquency status code VARCHAR2(3) 09=Forbearance The code that is electronically
17=Preforeclosure sale 24=Drug seizure reported to FNMA by the servicer
26=Refinance 27=Assumption that reflects the current
28=Modification 29=Charge-off defaulted status of a loan. (ie:
30=Third-party sale 31=Probate 65, 67, 43 or 44)
32=Military indulgence 43=Foreclosure
44=Deed-in-lieu
49=Assignment 61=Second lien considerations
62=VA no-bid 63=VA Refund
64=VA Buydown 65=Ch. 7 bankruptcy
66=Ch. 11 bankruptcy 67=Ch. 13 bankruptcy
FNMA delinquency reason code VARCHAR2(3) 001=Death of principal mtgr The code that is electronically
002=Illness of principal mtgr reported to FNMA by the servicer
003=Illness of mtgr's family member that describes the circumstance
004=Death of mtgr's family member that appears to be the primary
005=Marital difficulties contributing factor to the
006=Curtailment of income 007=Excessive obligations delinquency.
008=Abandonment of property 009=Distant employee transfer
011=Property problem
012=Inability to sell property 013=Inability to rent property
014=Military service 015=Other
016=Unemployment 017=Business failure
019=Casualty loss 022=Energy-Environment costs
023= Servicing problems 026= Payment adjustment
D-2-10
027=Payment dispute 029=Transfer ownership pending
030=Fraud 031=Unable to contact borrower
INC=Incarceration
Suspense balance NUMBER(10,2) Money submitted to the servicer,
credited to the mortgagor's
account but not allocated to
principal, interest, escrow, etc.
Restricted escrow balance NUMBER(10,2) Money held in escrow by the
mortgage company through
completion of repairs to property.
Investor number NUMBER (10,2) Unique number assigned to a group
of loans in the servicing system.
D-2-11
EXHIBIT L
TRANSACTION PARTIES
Trustee: U.S. Bank National Association
Securities Administrator: N/A
Master Servicer: Aurora Loan Services LLC
Credit Risk Manager: N/A
PMI Insurer: N/A
Interest Rate Swap Counterparty: N/A
Interest Rate Cap Counterparty: Xxxxxx Brothers Special Financing Inc.
Servicers: Aurora Loan Services LLC, Bank of America, National Association,
Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation, IndyMac Bank,
F.S.B, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A.
Originators: Aurora Loan Services LLC, Bank of America, National Association,
Countrywide Home Loans, Inc., GMAC Mortgage Corporation, IndyMac Bank, F.S.B,
SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A.
Custodian: Deutsche Bank National Trust Company, LaSalle Bank National
Association, U.S. Bank National Association and Xxxxx Fargo Bank, N.A.
Seller: Xxxxxx Brothers Holdings Inc.
EXHIBIT M
AFFILIATIONS
The Company is affiliated with Xxxxx Fargo Bank, N.A. as custodian for this
transaction.
SCHEDULE I
Mortgage Loan Schedule
[Intentionally Omitted]
Schedule I
