RECONSTITUTED SERVICING AGREEMENT
EXECUTION
RECONSTITUTED
SERVICING AGREEMENT
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 1st
day of November, 2006, by and between XXXXXX BROTHERS HOLDINGS INC., a Delaware
corporation (the “Seller” or “Xxxxxx Brothers Holdings”), COUNTRYWIDE HOME LOANS
SERVICING LP, a Texas limited partnership (the “Servicer”), a wholly owned
subsidiary of COUNTRYWIDE HOME LOANS, INC., a New York corporation
(“Countrywide”), and acknowledged by XXXXX FARGO BANK, N.A., a national banking
association (“Xxxxx Fargo”), and U.S. BANK NATIONAL ASSOCIATION, solely in its
capacity as Trustee under the Trust Agreement identified below (in such
capacity, the “Trustee”), recites and provides as follows:
RECITALS
WHEREAS,
Xxxxxx Brothers Bank, FSB (the “Bank”) acquired certain fixed and adjustable
rate, conventional, first and second lien, residential mortgage loans from
Countrywide Home Loans, Inc. pursuant to the Flow Mortgage Loan Purchase,
Warranties and Servicing Agreement between the Bank and Countrywide, dated
as of
March 1, 2006 for Conventional Residential Fixed and Adjustable Rate Mortgage
Loans and amended as of September 1, 2006 (the “SWSA”), attached hereto as
Exhibit B and such Mortgage Loans are being serviced on behalf of Countrywide
Home Loans, Inc. by the Servicer.
WHEREAS,
pursuant to an Assignment and Assumption Agreement, dated November 1, 2006
(the
“Assignment and Assumption Agreement”) annexed as Exhibit C hereto, the Seller
acquired from the Bank all of the Bank’s right, title and interest in and to the
mortgage loans currently serviced under the SWSA and assumed for the benefit
of
each of the Servicer and the Bank the rights and obligations of the Bank as
owner of such mortgage loans pursuant to the SWSA.
WHEREAS,
the Seller has conveyed the mortgage loans identified on Exhibit D hereto (the
“Serviced Mortgage Loans”) to Structured Asset Securities Corporation, a
Delaware special purpose corporation (“SASCO”), which in turn has conveyed the
Serviced Mortgage Loans to the Trustee, pursuant to a trust agreement, dated
as
of November 1, 2006 (the “Trust Agreement”), among the Trustee, Xxxxx Fargo, as
master servicer (in such capacity “the “Master Servicer”) and as securities
administrator (in such capacity the “Securities Administrator”), Risk Management
Group, LLC as credit risk manager (the “Credit Risk Manager”) and SASCO.
WHEREAS,
the Serviced Mortgage Loans are currently being serviced by the Servicer
pursuant to the SWSA.
WHEREAS,
the Seller desires that the Servicer continue to service the Serviced Mortgage
Loans, 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 Serviced Mortgage Loans, but only to the extent provided herein and that
this Agreement shall govern the Serviced Mortgage Loans for so long as such
Serviced 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 Serviced Mortgage Loans on
behalf of the Trust Fund (or theTrustee on behalf of the Trust Fund), and shall
have the right, under certain circumstances, to terminate the rights and
obligations of the Servicer under this Agreement.
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WHEREAS,
multiple classes of certificates (the “Certificates”), including the Class P
Certificate and the Class X Certificate will be issued on the Closing Date
pursuant to the Trust Agreement and Xxxxxx Brothers Inc. or a nominee thereof
is
expected to be the initial registered holder of the Class P and Class X
Certificates;
WHEREAS,
subsequent to the Closing Date, Xxxxxx Brothers Inc. intends to convey all
of
its rights, title and interest in and to the Class P and Class X Certificates
and all payments and other proceeds received thereunder to an owner trust or
other special purpose entity in which it will hold the sole equity interest,
which trust or special purpose entity will issue net interest margin securities
(“NIM Securities”) through an indenture trust, such NIM Securities secured, in
part, by the payments on such Certificates (the “NIMS
Transaction”);
WHEREAS,
one or more insurers (collectively, the “NIMS Insurer”) may each issue insurance
policies guaranteeing certain payments under the NIM Securities to be issued
pursuant to the indenture in the NIMS Transaction;
WHEREAS,
in the event there may be two or more individual insurers, it is intended that
the rights extended to the NIMS Insurer pursuant to this Agreement be allocated
among two or more individual insurers that issue insurance policies in
connection with the NIM Transaction through a NIMS Insurance Agreement by and
among such insurers and the parties hereto;
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 as described
in
Section 40 of Exhibit A hereunder. Any rights extended to the NIMS Insurer
pursuant to this Agreement shall exist only so long as the NIM Securities remain
outstanding or the NIMS Insurer is owed amounts in respect of its guaranty
of
payment on such NIM Securities.
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 of whether such terms are defined in the SWSA), shall have the
meanings ascribed to such terms in the Trust Agreement.
2. Servicing.
The
Servicer agrees, with respect to the Serviced Mortgage Loans, to perform and
observe the duties, responsibilities and obligations that are to be performed
and observed under the provisions of the SWSA, except as otherwise provided
herein and on Exhibit A hereto, and the parties hereto agree that the provisions
of the SWSA, as so modified, are and shall be a part of this Agreement to the
same extent as if set forth herein in full.
4. Trust
Cut-off Date.
The
parties hereto acknowledge that by operation of Section 5.05 and Section 6.01
of
the SWSA, the remittance on December 22, 2006 to the Trust Fund is to include
principal due after November 1, 2006 (the “Trust Cut-off Date”) plus interest,
at the Mortgage Loan Remittance Rate collected during the related Due Period
exclusive of any portion thereof allocable to a period prior to the Trust
Cut-off Date, with the adjustments specified in clauses (b), (c) and (d) of
Section 6.01 of the SWSA.
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5. Master
Servicing; Termination of Servicer.
The
Servicer, including any successor servicer hereunder, shall be subject to the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
ensure that the Servicer services the Serviced Mortgage Loans in accordance
with
the provisions of this Agreement. The Master Servicer, acting on behalf of
the
Trustee and the SASCO 2006-BC5 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 Trust Fund or, as the context requires, the Master Servicer acting in
its
capacity as agent for the Trust Fund, except as otherwise specified in Exhibit
A
hereto. The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement upon the failure of the
Servicer to perform any of its obligations under this Agreement, which failure
results in an Event of Default as provided in Section 10.01 of the SWSA.
Notwithstanding the foregoing, it is understood that the Servicer shall not
be
obligated to defend and indemnify and hold harmless the Master Servicer, the
Trust Fund, or the Trustee against any losses, damages, penalties, fines,
forfeitures, judgments and any related costs including, without limitation,
reasonable and necessary legal fees, resulting from (i) actions or inactions
of
the Servicer which were taken or omitted upon the instruction or direction
of
the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of
the
Master Servicer, the Trust Fund, or the Trustee to perform their obligations
under this Agreement. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer assume any of the 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 (except the Company) 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
Countrywide nor the Servicer nor the Master Servicer shall be obligated or
required to make any representations and warranties regarding the
characteristics of the Serviced Mortgage Loans (other than those representations
and warranties made by Countrywide in Section 4.02 of the SWSA as of the date
of
the sale from Countrywide to the Bank) 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
on
behalf of the Trust Fund 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:
3
Xxxxx
Fargo Bank, N.A.
X.X.
Xxx
00
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Service Manager, SASCO 2006-BC5
(or
in
the case of overnight deliveries,
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 21045)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
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:
Xxxxx
Fargo Bank, N.A.
ABA#:
000000000
Account
Name: SAS Clearing
Account
Number: 0000000000
For
further credit to: 50968100
Attention:
SASCO 2006-BC5
All
notices required to be delivered to the Trustee on behalf of the Trust Fund
hereunder shall be delivered to the Trustee at the following
address:
U.S.
Bank
National Association
0
Xxxxxxx
Xxxxxx
Xxxxxx,
X.X. 00000
Attention: Corporate
Trust Services
Telephone: (000)
000-0000
Telecopier: (000)
000-0000
All
notices required to be delivered to the Seller hereunder shall be delivered
to
the Seller, at the following address:
Xxxxxx
Brothers Holdings Inc.
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxx
Telephone:
(000) 000-0000
E-mail:
xxxxxxx@xxxxxx.xxx
All
notices required to be delivered to the Servicer hereunder shall be delivered
to
its office at the address for notices as set forth in the SWSA.
8. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
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9. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original, but all of which counterparts shall
together constitute but one and the same instrument.
[SIGNATURE
PAGES IMMEDIATELY FOLLOW]
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Executed
as of the day and year first above written.
| XXXXXX
BROTHERS HOLDINGS INC., as Seller |
|||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | ||
|
Name:
Xxxxxxx X. Xxxxxxxx
Title: Authorized
Signatory
|
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| COUNTRYWIDE HOME LOANS SERVICING LP,as Servicer | |||
| By: Countrywide GP, Inc., its General Partner | |||
| By: |
/s/
Xxxxxx Xxxxxx
|
||
|
Name:
Xxxxxx Xxxxxx
Title: Vice
President
|
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| COUNTRYWIDE HOME LOANS, INC. | |||
| By: |
/s/
Xxxxxx Xxxxxx
|
||
|
Name:
Xxxxxx Xxxxxx
Title: First
Vice President
|
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| Acknowledged: | |||
| XXXXX FARGO BANK, N.A.,as Master Servicer | |||
| By: |
/s/
Xxxxxxx Xxxxxx
|
||
|
Name: Xxxxxxx
Xxxxxx
Title: Vice
President
|
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| U.S. BANK NATIONAL ASSOCIATIONas Trustee | |||
| By: |
/s/
Xxxxx X. Xxxxxxxxx
|
||
|
Name:
Xxxxx
X. Xxxxxxxxx
Title:
Assistant
Vice President
|
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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
and
Pass-Through Transfers 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. Sections 2.01, 2.02, 2.03, 2.04, 4.02, 4.03, 4.04, and
4.05
of the SWSA, the exhibits to the SWSA and all references to such
exhibits
shall also be disregarded and shall be redacted from the SWSA before
being
attached hereto as Exhibit B.
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2.
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The
definition of “Business Day” in Article I is hereby amended as
follows:
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(i) by
restating clause (ii) of such definition to read as follows:
(ii)
a
day on which banks and savings and loan institutions in the State of Maryland,
the State of Minnesota, the State of Massachusetts, State of California, State
of Texas or the State of New York are authorized or obligated by law or
executive order to be closed.
(ii) by
adding
a new paragraph below clause (ii) as follows:
Where
any
reference is made to more than one Business Day, such reference, except as
otherwise expressly provided, shall mean consecutive Business Days.
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3.
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The
definition of “Custodial Agreement” in Article I is hereby amended in its
entirety to read as follows:
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Custodial
Agreement
means
the agreement relating to the custody of the Mortgage Loans between U.S. Bank
National Association, as Custodian and the Trustee, dated as of November 1,
2006.
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4.
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The
definition of “Custodian” in Article I is hereby amended in its entirety
to read as follows:
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Custodian
means
U.S. Bank National Association and any successor in interest or any successor
custodian appointed pursuant to the Custodial Agreement.
5. The
definition of “Eligible Investments” in Article I is hereby amended and restated
in its entirety to read as follows:
Eligible
Investments:
Any one
or more of the obligations and securities listed below which investment provides
for a date of maturity not later than the Determination Date in each
month:
(i) direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
A-1
(ii) federal
funds, or demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories and the Trustee or any agent of the
Trustee, acting in its respective commercial capacity) incorporated or organized
under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking authorities, so
long
as at the time of investment or the contractual commitment providing for such
investment the commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one of its
two highest long-term rating categories;
(iii) repurchase
agreements collateralized by Direct Obligations or securities guaranteed by
Xxxxxx Mae, Xxxxxx Xxx or Xxxxxxx Mac with any registered broker/dealer subject
to Securities Investors’ Protection Corporation jurisdiction or any commercial
bank insured by the FDIC, if such broker/dealer or bank has an uninsured,
unsecured and unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which have
a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to one
of
the two highest long-term credit rating categories of each Rating Agency;
provided, however, that securities issued by any particular corporation will
not
be Eligible Investments to the extent that investment therein will cause the
then outstanding principal amount of securities issued by such corporation
and
held as part of the Trust Fund to exceed 20% of the sum of the aggregate
principal balance of the Mortgage Loans; provided, further, that such securities
will not be Eligible Investments if they are published as being under review
with negative implications from any Rating Agency;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 180 days after the date of issuance thereof) rated by each Rating Agency
in
its highest short-term rating category;
(vi) a
Qualified GIC;
(vii) certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(viii) any
other
demand, money market, common trust fund or time deposit or obligation, or
interest-bearing or other security or investment, (A) rated in the highest
rating category by each Rating Agency, if so rated or (B) that would not
adversely affect the then current rating by each Rating Agency of any of the
Certificates and has a short term rating of at least “A-1” or its equivalent by
each Rating Agency, if so rated. Such investments in this subsection (viii)
may
include money market mutual funds or common trust funds, including any fund
for
which the Trustee, the Master Servicer or an affiliate thereof serves as an
investment advisor, administrator, shareholder servicing agent, and/or custodian
or subcustodian, notwithstanding that (x) the Trustee, the Master Servicer
or an
affiliate thereof charges and collects fees and expenses from such funds for
services rendered, (y) the Trustee, the Master Servicer or an affiliate thereof
charges and collects fees and expenses for services rendered pursuant to this
Agreement, and (z) services performed for such funds and pursuant to this
Agreement may converge at any time; provided, however, that no such instrument
shall be an Eligible Investment if such instrument evidences either (i) a
right to receive only interest payments with respect to the obligations
underlying such instrument, or (ii) both principal and interest payments
derived from obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a yield to maturity
of
greater than 120% of the yield to maturity at par of such underlying
obligations.
A-2
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6.
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A
definition of “Xxxxxx Mae” is hereby added to Article I to immediately
follow the definition of “Xxxxxxx Mac,” to read as
follows:
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Xxxxxx
Mae:
The
Government National Mortgage Association, or any successor thereto.
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7.
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The
definition of “Master Servicer” in Article I is hereby amended in its
entirety to read as follows:
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Master
Servicer:
Xxxxx
Fargo Bank, N.A.
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8.
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The
definition of “Monthly Advance” in Article I is hereby amended in its
entirety to read as follows:
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Monthly
Advance:
With
respect to each Remittance Date and each Mortgage Loan, an amount equal to
the
Monthly Payment (with the interest portion of such Monthly Payment adjusted
to
the Mortgage Loan Remittance Rate) that was due on the Mortgage Loan on the
Due
Date in the related Due Period, and that was delinquent at the close of business
on the related Determination Date, but only to the extent that such amount
is
expected, in the reasonable judgment of the Servicer, to be recoverable from
collections or other recoveries in respect of such Mortgage Loan. To
the
extent that the Servicer determines that any such amount is not recoverable
from
collections or other recoveries in respect of such Mortgage Loan, such
determination shall be evidenced by a certificate of a Servicing Officer
delivered to the Master Servicer setting forth such determination and the
procedures and considerations of the Servicer forming the basis of such
determination, which shall include a copy of any broker’s price opinion and any
other information or reports obtained by the Servicer which may support such
determinations.
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9.
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The
definition of “Mortgage Interest Rate” is hereby amended and restated in
its entirety to read as follows:
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Mortgage
Interest Rate: With
respect to each fixed rate Mortgage Loan, the fixed annual rate of interest
borne on a Mortgage Note after giving effect to any Relief Act Reduction. With
respect to each ARM Mortgage Loan, the annual rate of interest borne on a
Mortgage Note, as adjusted from time to time in accordance with the provisions
of the Mortgage Note and after giving effect to any Relief Act
Reduction.
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10.
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The
definition of “Mortgage Loan” is hereby amended and restated in its
entirety to read as follows:
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Mortgage
Loan:
An
individual servicing retained Mortgage Loan which has been purchased from the
Company by Xxxxxx Brothers Bank, FSB and is subject to this Agreement being
identified on the Mortgage Loan Schedule to this Agreement, which Mortgage
Loan
includes without limitation the Mortgage Loan documents, Principal Prepayments,
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition
Proceeds and all other rights, benefits, proceeds and obligations arising from
or in connection with such Mortgage Loan.
A-3
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11.
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The
definition of “Mortgage Loan Schedule” is hereby amended and restated in
its entirety to read as follows:
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Mortgage
Loan Schedule:
The
schedule of Mortgage Loans attached as Exhibit D to this Agreement setting
forth
certain information with respect to the Mortgage Loans purchased from the
Servicer by Xxxxxx Brothers Bank, FSB pursuant to the SWSA.
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12.
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A
new definition of “Qualified GIC” is hereby added to Article I to
immediately follow the definition of “Qualified Depository”, to read as
follows:
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Qualified
GIC:
A
guaranteed investment contract or surety bond providing for the investment
of
funds in the Custodial Account and insuring a minimum, fixed or floating rate
of
return on investments of such funds, which contract or surety bond
shall:
(a) be
an
obligation of an insurance company or other corporation whose long-term debt
is
rated by each Rating Agency in one of its two highest rating categories or,
if
such insurance company has no long-term debt, whose claims paying ability is
rated by each Rating Agency in one of its two highest rating categories, and
whose short-term debt is rated by each Rating Agency in its highest rating
category;
(b) provide
that the Servicer may exercise all of the rights under such contract or surety
bond without the necessity of taking any action by any other
Person;
(c) provide
that if at any time the then current credit standing of the obligor under such
guaranteed investment contract is such that continued investment pursuant to
such contract of funds would result in a downgrading of any rating of the
Servicer, the Servicer shall terminate such contract without penalty and be
entitled to the return of all funds previously invested thereunder, together
with accrued interest thereon at the interest rate provided under such contract
to the date of delivery of such funds to the Trustee;
(d) provide
that the Servicer’s interest therein shall be transferable to any successor
Servicer or the Master Servicer hereunder; and
(e) provide
that the funds reinvested thereunder and accrued interest thereon be returnable
to the Custodial Account, as the case may be, not later than the Business Day
prior to any Determination Date.
A-4
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13.
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A
new definition of “Realized Loss” is added to Article I immediately
following the definition of “Rating Agency” 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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14.
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A
new definition of “Relief Act Reduction” is hereby added to Article I
immediately following the definition of “Reconstitution Date” 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 Relief Act, as amended, 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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15.
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The
definition of “REO Property” in Article I is hereby amended by replacing
the word “Purchaser” with “Trustee and the Trust
Fund.”
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16.
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The
definition of “Servicing Fee” in Article I is hereby amended in its
entirety to read as follows:
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Servicing
Fee:
An
amount equal to one-twelfth the product of (a) the Servicing Fee Rate and (b)
the outstanding principal balance of the Mortgage Loan. The Servicing Fee is
payable solely from the interest portion (including recoveries with respect
to
interest from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
REO Disposition Proceeds or other proceeds) of such Monthly Payment collected
by
the Servicer or as otherwise provided under this Agreement.
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17.
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The
definition of “Servicing Fee Rate” in Article I is hereby amended in its
entirety to read as follows:
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Servicing
Fee Rate:
0.50%
per annum.
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18.
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Section
4.01(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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19.
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Section
4.01(f) (Ability to Perform) is hereby amended by deleting the second
sentence thereof.
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20.
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Section
4.01(h) (No Consent Required) is hereby amended by deleting the words
“or
the sale of the Mortgage Loans”.
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21.
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Section
4.01(i) (Selection Process), Section 4.01(k) (Sale Treatment), Section
4.01(l) (No Brokers’ Fees) and Section 4.01 (p) (Origination) shall be
inapplicable to this Agreement..
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22.
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Section
4.02(j) (Pool Characteristics) shall be inapplicable to this
Agreement.
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23.
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Four
new paragraphs are hereby added at the end of Section 4.01 (Company
Representations and Warranties) to read as
follows:
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A-5
It
is
understood and agreed that the representations and warranties set forth in
Section 4.01 (a) through (i) are hereby restated as of the Closing Date and
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 Trust Fund (or the Trustee on
behalf of the Trust Fund) and the Master Servicer. Upon discovery by either
the
Company, 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 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 4.01 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 Master Servicer’s option,
assign the Company’s rights and obligations under this Agreement (or respecting
the affected Mortgage Loans) to a successor servicer selected by the Master
Servicer with the prior consent and approval of the Trustee on behalf of the
Trust Fund. Such assignment shall be made in accordance with Section
12.01.
In
addition, the Company shall indemnify (from its own funds) the Trust Fund (or
the Trustee on behalf of 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 4.01
constitute the sole remedies of the Master Servicer, the Trust Fund (or the
Trustee on behalf of the Trust Fund) 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 4.01 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
Trustee or the Master Servicer for compliance with this Agreement.
|
24.
|
Section
5.01 (Company to Act as Servicer) is hereby amended as
follows:
|
(i) by
deleting the first sentence of the second paragraph of such section and
replacing it with the following:
A-6
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 Trust Fund, 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. 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
Trust Fund, 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.
(ii) by
adding
the following to the end of the second paragraph of such section:
Promptly
after the execution of any assumption, modification, consolidation or extension
of any Mortgage Loan, the Company shall forward to the Master Servicer copies
of
any documents evidencing such assumption, modification, consolidation or
extension. Notwithstanding anything to the contrary contained in this Agreement,
the Company shall not make or permit any modification, waiver or amendment
of
any term of any Mortgage Loan that would cause any REMIC created under the
Trust
Agreement to fail to qualify as a REMIC or result in the imposition of any
tax
under Section 860F(a) or Section 860G(d) of the Code.
|
25.
|
Section
5.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
|
the
words
“in trust for the Purchaser of Conventional Residential Conventional Residential
Mortgage Loans, and various Mortgagors” in the fourth and fifth lines of the
first sentence of the first paragraph shall be replaced by the following: “in
trust for SASCO 2006-BC5 Trust Fund and various Mortgagors”.
|
26.
|
Section
5.05 (Permitted Withdrawals From Custodial Account) is hereby amended
by
replacing the words from the word “Purchaser” in the sixth line of clause
(ii) to the end of such 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;
|
27.
|
Section
5.06 (Establishment of and Deposits to Escrow Account) shall be amended
by
deleting the words “Purchaser of Conventional Residential Mortgage Loans,
and various Mortgagors” in the fourth and fifth lines of the first
sentence of the first paragraph, and replacing it with the
following:
|
“in
trust
for SASCO 2006-BC5 Trust Fund and various Mortgagors.”
|
28.
|
Section
5.15 (Maintenance of LPMI Policy; Claims) is hereby amended by adding
the
following sentence to the end of paragraph
(a):
|
The
Servicer will notify the Master Servicer or Xxxxxx Brothers Holdings in the
event that the LPMI Policy is terminated.
A-7
|
29.
|
Section
5.16 (Title, Management and Disposition of REO Property) is hereby
amended
by:
|
(i)
replacing the reference to “one year” in the seventh line of the third paragraph
thereof with “three years”;
(ii)
adding two new paragraphs after the fourth 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 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 on behalf of the Trust Fund 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
or
held by or on behalf of the Trust Fund in such a manner, pursuant to any terms
or for a period that would: (i) cause such REO Property to fail to qualify
as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
(ii) result in the imposition of any tax upon any REMIC included in the Trust
Fund.
(iii)
replacing the word “advances” in the fourth line of the ninth paragraph thereof
with “Monthly Advances”; and
(iv)
by
adding the following to the end of such Section:
Prior
to
acceptance by the Company of an offer to sell any REO Property, 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 the Master Servicer notifies the Company in writing, within five (5)
days
after its receipt of the related Notice of Sale, that it disapproves of the
related sale, in which case the Company shall not proceed with such
sale.
A-8
|
30.
|
Section
6.01 (Remittances) is hereby amended by adding the following after
the
second paragraph of such Section:
|
All
remittances required to be made to the Trust Fund or the Master Servicer, as
the
Trust Fund’s designee, shall be made on or before noon (New York City time) on
the Remittance Date, to the following wire account or to such other account
as
may be specified by Trust Fund or the Master Servicer from time to
time:
Xxxxx
Fargo Bank, N.A.
ABA#:
000000000
Account
Name: SAS Clearing
Account
Number: 0000000000
For
further credit to: 50968100
Attention:
SASCO 2006-BC5
|
31.
|
Section
6.02 (Statements to Purchaser) is hereby amended in its entirety
to read
as follows:
|
Section
6.02 Statements
to Master Servicer.
(a) The
Company shall deliver or cause to be delivered to the Master Servicer on behalf
of the Trust Fund executed copies of the custodial and escrow account letter
agreements pursuant to Sections 5.04 and 5.06 within 30 days of the Closing
Date.
(b) Not
later
than the eighteenth calendar day of each month, the Company shall furnish to
the
Master Servicer an electronic file providing loan level accounting data for
the
period ending on the last Business Day of the preceding month in the format
mutually
agreed to between the Company and the Master Servicer. The information required
by Exhibit E-1, Exhibit E-2 and Exhibit E-3 is limited to that which is readily
available to the Company and is mutually agreed to by the Company and Master
Servicer.
|
32.
|
Section
9.01 (Indemnification; Third Party Claims) is hereby amended in its
entirety to read as follows:
|
The
Company shall indemnify the Trust Fund (or the Trustee on behalf of the Trust
Fund) 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 Company to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement. The Company immediately shall
notify the Trust Fund, the Master Servicer and the Trustee 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) 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 Company shall follow any written
instructions received from the Trustee on behalf of the Trust Fund in connection
with such claim. The Trustee from the assets of the Trust Fund promptly shall
reimburse the Company for all amounts advanced by it pursuant to the preceding
sentence except when the claim is in any way related to the Company’s
indemnification pursuant to Section 7.02, or the failure of the Company to
service and administer the Mortgage Loans in strict compliance with the terms
of
this Agreement.
A-9
The
Trust
Fund shall indemnify the Company and hold it harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and any other costs, fees and expenses
that the Company may sustain in any way related to the failure of the Trustee
or
the Master Servicer to perform its duties in compliance with the terms of this
Agreement or the obligations of the Purchaser under this Agreement.
In
the
event a dispute arises between an indemnified party and the Company with respect
to any of the rights and obligations of the parties pursuant to this Agreement
and such dispute is adjudicated in a court of law, by an arbitration panel
or
any other judicial process, then the losing party shall indemnify and reimburse
the winning party for all attorney’s fees and other costs and expenses related
to the adjudication of said dispute.
|
33.
|
Section
9.03 (Limitation on Liability of Company and Others) is hereby amended
in
its entirety to read as follows:
|
Neither
the Company nor any of the directors, officers, employees or agents of the
Company shall be under any liability to the Master Servicer, the Trustee, the
Trust Fund or the Certificateholders for any action taken or for refraining
from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Company or any such person against any liability that would otherwise be imposed
for its disregard for, or failure to perform its obligations and duties under
this Agreement, or by reason of any breach of the terms and conditions of this
Agreement. The Company and any director, officer, employee or agent of the
Company shall be entitled to indemnification by the Trust Fund and will be
held
harmless against any loss, liability or expense incurred in connection with
any
legal action relating to this Agreement, the Trust Agreement, or the
Certificates other than any loss, liability or expense incurred by reason of
its
disregard for, or failure to perform its obligations and duties hereunder.
The
Company and any director, officer, employee or agent of the Company may rely
in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company
shall be under no obligation to appear in, prosecute or defend any legal action
that is not incidental to its duties to service the Mortgage Loans in accordance
with this Agreement and that in its opinion may involve it in any expenses
or
liability; provided, however, that the Company may in its sole discretion
undertake any such action that it may deem necessary or desirable in respect
to
this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders hereunder. In such event, the legal expenses and
costs
of such action and any liability resulting therefrom shall be expenses, costs
and liabilities of the Trust Fund and the Company shall be entitled to be
reimbursed therefor out of the Custodial Account it maintains as provided by
Section 4.05.
A-10
|
34.
|
Section
10.01 (Events of Default) is hereby amended
by:
|
|
(a)
|
changing
any reference to “Purchaser” to “Master Servicer on behalf of the Trust
Fund”;
|
|
(b)
|
deleting
the words from “which continues” in the second line of subclause (i) to
the semicolon in the last line of subclause (i);
and
|
|
(c)
|
amending
subclause (vii) as follows: “the Company at any time ceases to meet the
qualifications of a Xxxxxx Xxx or Xxxxxxx Mac approved servicer,
and the
Master Servicer has not terminated the rights and obligations of
the
Company under this Agreement and replaced the Company with a Xxxxxx
Mae or
Xxxxxxx Mac approved servicer within 30 days of the absence of such
approval; or”.
|
|
35.
|
Section
10.02 (Waiver of Defaults) is hereby amended by changing the reference
to
“Purchaser” to “Master Servicer on behalf of the Trust
Fund”.
|
|
36.
|
Section
11.01 (Termination) is hereby amended by restating subclause (iii)
thereof
to read as below and adding the following sentence after the first
sentence of Section 11.01:
|
|
(ii)
|
mutual
consent of the Company and the Master Servicer in writing, provided
such
termination is also acceptable to the Trustee (on behalf of the Trust
Fund) and the Rating Agencies.
|
At
the
time of any termination of the Company pursuant to this Section 11.01, the
Company 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 Company until such amounts are received
by the Trust Fund from the related Mortgage Loans.
|
37.
|
Section
11.02 (Termination Without Cause) is hereby amended by replacing
all
references to “Purchaser” with “Xxxxxx Brothers
Holdings.”
|
|
38.
|
Section
12.01 (Successor to Company) is hereby amended in its entirety to
read as
follows:
|
Simultaneously
with the termination of the Company’s responsibilities and duties under this
Agreement pursuant to Sections 9.04, 10.01, 11.01(ii) or 11.02, the Master
Servicer shall, in accordance with the provisions of the Trust Agreement (i)
succeed to and assume all of the Company’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
Company under this Agreement with the termination of the Company’s
responsibilities, duties and liabilities under this Agreement. Any successor
to
the Company 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, SASCO,
the
Trustee and each Rating Agency (as such term is defined in the Trust Agreement).
Unless the successor servicer is at that time a servicer of other mortgage
loans
for the Trust Fund, each Rating Agency must deliver to the Trustee a letter
to
the effect that such transfer of servicing will not result in a qualification,
withdrawal or downgrade of the then-current rating of any of the Certificates.
In connection with such appointment and assumption, the Master Servicer or
the
Trust Fund, 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 Company under this Agreement. In the
A-11
event
that the Company’s duties, responsibilities and liabilities under this Agreement
should be terminated pursuant to the aforementioned sections, the Company 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 Company 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 Company of the representations and warranties
made pursuant to Sections 4.01 and the remedies available to the Trust Fund
under Section 4.03 shall be applicable to the Company notwithstanding any such
resignation or termination of the Company, 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 Company 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 Company shall cooperate with the Trustee and
the
Master Servicer, as applicable, on behalf of the Trust Fund and such successor
in effecting the termination of the Company’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 Company 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 Company and the Master Servicer, and the Trustee, on behalf of the Trust
Fund, an instrument 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 Company under this
Agreement, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the
Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or termination of this Agreement
pursuant to Sections 9.04, 10.01, 11.01 or 11.02 shall not affect any claims
that (i) the Trust Fund (or the Master Servicer or the Trustee on behalf of
the
Trust Fund) may have against the Company arising out of the Company’s actions or
failure to act, or (ii) the Company may have against the Trust Fund (or the
Master Servicer or the Trustee on behalf of the Trust Fund), prior to any such
termination or resignation.
The
Company 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 Company 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 Company.
A-12
Upon
a
successor’s acceptance of appointment as such, the Company shall notify the
Trust Fund (or the Trustee or the Master Servicer on behalf of the Trust Fund)
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 (as a result of a
termination of the Company for cause pursuant to Section 10.01), 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 Company hereunder, or of transferring the Servicing
Files and the other necessary data to the successor servicer shall be paid
by
the terminated Servicer from its own funds without reimbursement. The Trust
Fund
shall be liable for all costs and expenses incurred in connection with any
transfer of servicing hereunder, other than costs and expenses incurred in
connection with a transfer of servicing for cause as stated above.
|
39.
|
Section
12.02 (Amendment) is hereby amended and restated in its entirety
as
follows:
|
Section
12.02 (Amendment)
This
Agreement may be amended from time to time by written agreement signed by the
Company and Xxxxxx Brothers Holdings Inc., with the written consent of the
Master Servicer and the Trustee on behalf of the Trust Fund.
|
40.
|
A
new Section 12.24 (Intended Third Party Beneficiaries) is hereby
added to
read as follows:
|
Notwithstanding
any provision herein to the contrary, the parties to this Agreement agree that
it is appropriate, in furtherance of the intent of such parties as set forth
herein, that the Master Servicer and the Trustee receive the benefit of the
provisions of this Agreement as intended third party beneficiaries of this
Agreement to the extent of such provisions. The Company shall have the same
obligations to the Master Servicer and the Trustee as if they were parties
to
this Agreement. The Master Servicer or Trustee, as applicable, on behalf of
the
Trust Fund, shall only be entitled to enforce the provisions of this Agreement
as such provisions relate to such party’s rights or obligations hereunder. The
Company shall only take direction from the Master Servicer (if direction by
the
Master Servicer is required under this Agreement) unless otherwise directed
by
this Agreement. Notwithstanding the foregoing, all rights and obligations of
the
Master Servicer and the Trustee hereunder (other than the right to
indemnification) shall terminate upon termination of the Trust Agreement and
of
the Trust Fund pursuant to the Trust Agreement. The parties to this Agreement
further agree that the Depositor shall have the right to enforce its rights
and
shall assume its obligations under the Amendment Reg AB as if the Depositor
were
a signatory to the Amendment Reg AB.
|
41.
|
Section
2(b)(i)(G) of Amendment Reg AB is hereby amended as follows: “there are no
affiliations or relationships required to be disclosed under Item
1119
between the Company and any of the parties listed on Exhibit G
hereto.
|
|
42.
|
Section
2(c)(iv) of Amendment Reg AB shall be deleted in its entirety and
replaced
with the following:
|
For
the
purpose of satisfying its reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Company shall (or shall
cause each Subservicer and, if applicable, any Third-Party Originator to) (a)
provide prompt notice to the Purchaser, any Master Servicer and any Depositor
in
writing of (1) any merger, consolidation or sale of substantially all of the
assets of the Company, (2) the Company’s entry into an agreement with a
Subservicer to perform or assist in the performance of any of the Company’s
obligations under the Agreement or any Reconstitution Agreement that qualifies
as an “entry into a material definitive agreement” under Item 1.01 of the form
8-K, (3) any Event of Default under the terms of the Agreement or any
Reconstitution Agreement to the extent not known by such Purchaser, Master
Servicer or Depositor, and (4) any material litigation or governmental
proceedings involving the Company, any Subservicer or any Third Party
Originator.
A-13
|
43.
|
Section
2(c)(vii) shall be added to the Amendment Reg AB as
follows:
|
The
Company shall provide to the Purchaser and any Depositor a description of any
affiliation or relationship required to be disclosed under Item 1119 of
Regulation AB between the Company and any of the parties listed in Items
1119(a)(4)-(6) of Regulation AB (which parties are listed on Exhibit G hereto)
that develops following the closing date of a Securitization Transaction (other
than an affiliation or relationship that the Purchaser, the Depositor or any
issuing entity is required to disclose under Item 1119 of Regulation AB) no
later than 15 calendar days prior to the date the Depositor is required to
file
its Form 10-K disclosing such affiliation or relationship. For purposes of
the
foregoing, the Company (1) shall be informed in writing by the Depositor (or
its
designee) on or prior to March 1st
of each
calendar year as to the parties to the Securitization Transaction with whom
affiliations or relations must be disclosed; to the extent that the Company
does
not receive such notification in any given calendar year, the Company shall
be
entitled to assume that the parties to the Securitization Transaction are the
same as on the most recent previously delivered written notification (or on
the
closing date, if no such written notification has been delivered), (2) shall
not
be obligated to disclose any affiliations or relationships that may develop
after the closing date for the Securitization Transaction with any parties
not
identified to the Company pursuant to clause (D) of paragraph (i) of this
Section 2(c), and (3) shall be entitled to rely upon any written identification
of parties provided by the Depositor, the Purchaser or any master
servicer.
|
44.
|
Section
2(d) of Amendment Reg AB is hereby amended by adding “, the Master
Servicer” after the reference to “the Purchaser” in the second and third
lines.
|
|
45.
|
Section
2(e)(i)(A) of Amendment Reg AB is hereby amended
by:
|
|
a)
|
adding
the words “, any Master Servicer” after the word “Purchaser” in the first
line; and
|
|
b)
|
replacing
the last sentence of such Section with the following:
|
Such
report shall be addressed to the Purchaser and such Depositor and signed by
an
authorized officer of the Company, and shall address each of the Servicing
Criteria specified on Exhibit B hereto (wherein “Investor” shall mean the Master
Servicer).
|
46.
|
Section
2(e)(i)(B) of Amendment Reg AB is hereby amended by adding the words
“,
any Master Servicer” after the word
“Purchaser.”
|
A-14
|
47.
|
Section
2(e)(i)(C) of Amendment Reg AB is hereby amended by adding the words
“,
the Master Servicer” after the word
“Purchaser.”
|
|
48.
|
Section
2(f)(i) of Amendment Reg AB is hereby amended by adding the words
“, any
Master Servicer” after the word “Purchaser” in the first
line.
|
|
49.
|
Section
2(f)(ii) of Amendment Reg AB is hereby amended
by:
|
|
a)
|
adding
the words “, any Master Servicer” after the word “Purchaser” in such
section;
|
|
b)
|
deleting
the words “such as a master servicer or administrator” and replacing it
with “such as an administrator”;
and
|
|
c)
|
adding
the words “and the other certification” after the word “attestation” in
the last sentence of the second paragraph of such
section.
|
|
50.
|
Section
2(g)(iv) is hereby added in the Amendment Reg AB as
follows:
|
|
a)
|
If
the indemnification provided for herein is unavailable or insufficient
to
hold harmless the indemnified party, then the indemnifying party
agrees
that it shall contribute to the amount paid or payable by such indemnified
party as a result of any claims, losses, damages or liabilities uncured
by
such indemnified party in such proportion as is appropriate to reflect
the
relative fault of such indemnified party on the one hand and the
indemnifying party on the other.
|
|
b)
|
adding
the following sentence after the last paragraph of this subsection:
|
The
indemnifications provided for in Section 2(g) shall survive the termination
of
this Amendment Reg AB or the termination of any party to this Amendment Reg
AB.
|
52.
|
Section
2(g)(v) is hereby added to the Amendment Reg AB as
follows:
|
The
Master Servicer shall be considered a third-party beneficiary of Section 2(g)
(solely with respect to noncompliance under Sections 2(d) and 2(e)) of this
Agreement, entitled to all the rights and benefits hereof as if it were a direct
party to this Agreement.
X-00
XXXXXXX
X
XXXX
X-0
Exhibit
C
Assignment
and Assumption Agreement
C-1
EXHIBIT
D
Schedule
of Serviced Mortgage Loans
On
file
at the offices of:
XxXxx
Xxxxxx LLP
0000
X
Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx,
X.X. 00000
D-1
EXHIBIT
E-1
FORM
OF
MONTHLY REMITTANCE ADVICE
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
|
Maximum
length of 30 (Last, First)
|
30
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported by
the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
E-1-1
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
|
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
E-1-2
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as reported
by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
|
|
|
|
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
E-1-3
EXHIBIT
E-2
STANDARD
LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
Exhibit
: Standard
File Layout - Delinquency Reporting
*The
column/header names in bold
are
the minimum fields Xxxxx Fargo must receive from every
Servicer
|
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify a
group of
loans in their system.
|
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
|
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at the
end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions to
begin
foreclosure proceedings.
|
MM/DD/YYYY
|
E-2-1
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
|
If
applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan. Code
indicates the reason why the loan is in default for this
cycle.
|
||
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
E-2-2
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
Exhibit
2: Standard
File Codes - Delinquency Reporting
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
· ASUM- Approved
Assumption
· BAP-
Borrower
Assistance Program
· CO-
Charge Off
·
DIL-
Deed-in-Lieu
· FFA-
Formal Forbearance Agreement
· MOD-
Loan Modification
· PRE-
Pre-Sale
·
SS-
Short
Sale
· MISC-
Anything
else approved by the PMI or Pool Insurer
E-2-3
NOTE:
Xxxxx
Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply Xxxxx Fargo
Bank
with a description of each of the Loss Mitigation Types prior to sending the
file.
The
Occupant
Code
field should show the current status of the property code as
follows:
|
·
|
Mortgagor
|
|
·
|
Tenant
|
|
·
|
Unknown
|
|
·
|
Vacant
|
The
Property
Condition
field should show the last reported condition of the property as follows:
|
·
|
Damaged
|
|
·
|
Excellent
|
|
·
|
Fair
|
|
·
|
Gone
|
|
·
|
Good
|
|
·
|
Poor
|
|
·
|
Special
Hazard
|
|
·
|
Unknown
|
E-2-4
Exhibit
2: Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Reason Code
field
should show the Reason for Delinquency as follows:
|
Delinquency
Code
|
Delinquency
Description
|
|
001
|
FNMA-Death
of principal mortgagor
|
|
002
|
FNMA-Illness
of principal mortgagor
|
|
003
|
FNMA-Illness
of mortgagor’s family member
|
|
004
|
FNMA-Death
of mortgagor’s family member
|
|
005
|
FNMA-Marital
difficulties
|
|
006
|
FNMA-Curtailment
of income
|
|
007
|
FNMA-Excessive
Obligation
|
|
008
|
FNMA-Abandonment
of property
|
|
009
|
FNMA-Distant
employee transfer
|
|
011
|
FNMA-Property
problem
|
|
012
|
FNMA-Inability
to sell property
|
|
013
|
FNMA-Inability
to rent property
|
|
014
|
FNMA-Military
Service
|
|
015
|
FNMA-Other
|
|
016
|
FNMA-Unemployment
|
|
017
|
FNMA-Business
failure
|
|
019
|
FNMA-Casualty
loss
|
|
022
|
FNMA-Energy
environment costs
|
|
023
|
FNMA-Servicing
problems
|
|
026
|
FNMA-Payment
adjustment
|
|
027
|
FNMA-Payment
dispute
|
|
029
|
FNMA-Transfer
of ownership pending
|
|
030
|
FNMA-Fraud
|
|
031
|
FNMA-Unable
to contact borrower
|
|
INC
|
FNMA-Incarceration
|
E-2-5
Exhibit
2: Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Status Code
field
should show the Status of Default as follows:
|
Status
Code
|
Status
Description
|
|
09
|
Forbearance
|
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
|
24
|
Government
Seizure
|
|
26
|
Refinance
|
|
27
|
Assumption
|
|
28
|
Modification
|
|
29
|
Charge-Off
|
|
30
|
Third
Party Sale
|
|
31
|
Probate
|
|
32
|
Military
Indulgence
|
|
43
|
Foreclosure
Started
|
|
44
|
Deed-in-Lieu
Started
|
|
49
|
Assignment
Completed
|
|
61
|
Second
Lien Considerations
|
|
62
|
Veteran’s
Affairs-No Bid
|
|
63
|
Veteran’s
Affairs-Refund
|
|
64
|
Veteran’s
Affairs-Buydown
|
|
65
|
Chapter
7 Bankruptcy
|
|
66
|
Chapter
11 Bankruptcy
|
|
67
|
Chapter
13 Bankruptcy
|
E-2-6
EXHIBIT
E-3
FORM
OF
LOAN LOSS REPORT
Exhibit
: Calculation
of Realized Loss/Gain Form 332- Instruction Sheet
NOTE:
Do not net or combine items. Show all expenses individually and all credits
as
separate line items. Claim packages are due on the remittance report date.
Late
submissions may result in claims not being passed until the following month.
The
Servicer is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
1.
2.The
numbers on the 332 form correspond with the numbers listed below.
Liquidation
and Acquisition Expenses:
| 1. |
The
Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
an Amortization Schedule from date of default through liquidation
breaking
out the net interest and servicing fees advanced is
required.
|
| 2. |
The
Total Interest Due less the aggregate amount of servicing fee that
would
have been earned if all delinquent payments had been made as agreed.
For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
| 3. |
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage
Loan as calculated on a monthly basis. For documentation, an Amortization
Schedule from date of default through liquidation breaking out the
net
interest and servicing fees advanced is
required.
|
| 4-12. |
Complete
as applicable. Required
documentation:
|
*
For
taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of
coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
*
For
escrow advances - complete payment history
(to
calculate advances from last positive escrow balance forward)
*
Other
expenses - copies of corporate advance history showing all payments
*
REO
repairs > $1500 require explanation
*
REO
repairs >$3000 require evidence of at least 2 bids.
*
Short
Sale or Charge Off require P&L supporting the decision and
WFB’s approved Officer Certificate
*
Unusual
or extraordinary items may require further documentation.
E-3-1
|
13.
|
The
total of lines 1 through 12.
|
3.Credits:
| 14-21. |
Complete
as applicable. Required
documentation:
|
*
Copy of
the HUD 1 from the REO sale. If a 3rd
Party
Sale, bid instructions and Escrow
Agent / Attorney
Letter
of
Proceeds
Breakdown.
*
Copy of
EOB for any MI or gov't guarantee
*
All
other credits need to be clearly defined on the 332
form
|
22.
|
The
total of lines 14 through 21.
|
Please
Note: For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
Part
B/Supplemental proceeds.
Total
Realized Loss (or Amount of Any Gain)
| 23. |
The
total derived from subtracting line 22 from 13. If the amount represents
a
realized gain, show the amount in parenthesis ( ).
|
E-3-2
Exhibit
3A: Calculation
of Realized Loss/Gain Form 332
Prepared
by: __________________ Date:
_______________
Phone:
______________________ Email Address:_____________________
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO Sale
3rd
Party Sale Short
Sale Charge
Off
Was
this loan granted a Bankruptcy deficiency or cramdown Yes
No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
Liquidation
and Acquisition Expenses:
| (1) | Actual Unpaid Principal Balance of Mortgage Loan | $___________ | (1) | ||
| (2) | Interest accrued at Net Rate | ____________ | (2) | ||
| (3) | Accrued Servicing Fees | ____________ | (3) | ||
| (4) | Attorney's Fees | ____________ | (4) | ||
| (5) | Taxes (see page 2) | ____________ | (5) | ||
| (6) | Property Maintenance | ____________ | (6) | ||
| (7) | MI/Hazard Insurance Premiums (see page 2) | ____________ | (7) | ||
| (8) | Utility Expenses | ____________ | (8) | ||
| (9) | Appraisal/BPO | ____________ | (9) | ||
| (10) | Property Inspections | ____________ | (10) | ||
| (11) | FC Costs/Other Legal Expenses | ____________ | (11) | ||
| (12) | Other (itemize) | ____________ | (12) | ||
| Cash for Keys_____________________ | ____________ | (12) | |||
| HOA/Condo Fees__________________ | ____________ | (12) | |||
| ____________________________ | ____________ | (12) | |||
| Total Expenses | $___________ | (13) | |||
| Credits: | |||||
| (14) | Escrow Balance | $___________ | (14) | ||
| (15) | HIP Refund | ____________ | (15) | ||
| (16) | Rental Receipts | ____________ | (16) | ||
| (17) | Hazard Loss Proceeds | ____________ | (17) | ||
| (18) | Primary Mortgage Insurance / Gov’t Insurance | ||||
| HUD Part A | ____________ | (18a) | |||
| HUD Part B | ____________ | (18b) | |||
| (19) | Pool Insurance Proceeds | ____________ | (19) | ||
| (20) | Proceeds from Sale of Acquired Property | ____________ | (20) | ||
| (21) | Other (itemize) | ____________ | (21) | ||
| ________________________________ | ____________ | (21) | |||
| Total Credits | $___________ | (22) | |||
| Total Realized Loss (or Amount of Gain) | $___________ | (23) | |||
E-3-4
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of
Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
E-3-5
EXHIBIT
F
[RESERVED]
F-1
EXHIBIT
G
TRANSACTION
PARTIES
Trustee: U.S.
Bank
National Association
Securities
Administrator: Xxxxx
Fargo Bank, N.A.
Master
Servicer: Xxxxx
Fargo Bank, N.A.
Credit
Risk Manager: Risk
Management Group, LLC
PMI
Insurer(s): Mortgage Guaranty Insurance Corporation and PMI Mortgage Insurance
Co.
Derivative
Counterparty: IXIS Financial Products Inc.
| Servicer(s): |
Aurora
Loan Services LLC, Countrywide Home Loans, Inc., JPMorgan Chase Bank,
National Association, Option One Mortgage Corporation, HomeEq Servicing
Corporation and Xxxxx Fargo Bank,
N.A.
|
| Primary Originator(s): |
BNC
Mortgage, Inc., Countrywide Home Loans, Inc., Peoples Choice Home
Loan,
Inc. and Argent Mortgage Company,
LLC
|
| Custodian(s): |
Deutsche
Bank National Trust Company, LaSalle Bank National Association, U.S.
Bank
National Association and Xxxxx Fargo Bank,
N.A.
|
Sponsor
and Seller: Xxxxxx Brothers Holdings Inc.
Depositor:
Structured Asset Securities Corporation
G-1
EXHIBIT
H
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the applicable criteria identified below as
“Applicable Servicing Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
|
General
Servicing Considerations
|
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
|
|
Cash
Collection and Administration
|
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial
bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
H-1
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
|
Investor
Remittances and Reporting
|
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
|
Pool
Asset Administration
|
|
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the
transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow)
in
accordance with the related mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage loans
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
H-2
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid,
or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
|
|
|
|
|
[NAME
OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By:
H-3
