RECONSTITUTED SERVICING AGREEMENT
EXECUTION
RECONSTITUTED
SERVICING AGREEMENT
This
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 1st
day of September, 2006, by and between XXXXXX BROTHERS HOLDINGS, INC., a
Delaware corporation (“LBH” or “Seller”), and XXXXX FARGO BANK, N.A., a national
banking association (the “Servicer”), and acknowledged by AURORA LOAN SERVICES
LLC, a Delaware limited liability company (“Aurora” or “Master Servicer”) and
U.S. BANK NATIONAL ASSOCIATION, a national banking association as Trustee
under
the Trust Agreement defined below (the “Trustee”), recites and provides as
follows:
RECITALS
WHEREAS,
Xxxxxx Brothers Bank, FSB (“LBB”) acquired certain conventional, fully
amortizing and balloon, residential, fixed and adjustable rate, first and
second
lien mortgage loans from the Servicer, which mortgage loans were either
originated or acquired by the Servicer;
WHEREAS,
the Seller has conveyed certain Mortgage Loans (the “Mortgage Loans”) to
Structured Asset Securities Corporation, a Delaware special purpose corporation
(“SASCO”), which in turn has conveyed the Mortgage Loans to the Trustee,
pursuant to a trust agreement, dated as of September 1, 2006 (the “Trust
Agreement”), attached as Exhibit B-1 hereto, among the Trustee, the Master
Servicer, Xxxxx Fargo Bank, N.A., as securities administrator (the “Securities
Administrator”), Risk Management Group, LLC, as credit risk manager (the “Credit
Risk Manager”) and SASCO, as depositor (the “Depositor”);
WHEREAS,
the Mortgage Loans are currently serviced by the Servicer pursuant to (i)
the
Seller’s Warranties and Servicing Agreement between LBB, as purchaser, and the
Servicer, as seller and as servicer, dated April 1, 2006 (2006-M04), and
(ii)
the Master
Seller’s Warranties and Servicing Agreement dated as of May 1, 2006, as amended
by Amendment No. 1 to the Master Seller's Warranties and Servicing Agreement,
dated August 1, 2006, and the Assignment and Conveyance Agreement dated May
30,
2006 (2006-M05) and the Assignment and Conveyance Agreement dated August
29,
2006 (2006-M08), in each case by and between LBB and the Servicer (collectively,
the “SWSA”),
and
annexed hereto as Exhibit C;
WHEREAS,
the Seller, the Servicer, the Master Servicer, the Securities Administrator
and
the Trustee have agreed to service the Mortgage Loans pursuant to the
SWSA;
WHEREAS,
pursuant to an Assignment and Assumption Agreement, dated as of September
1,
2006 (the “Assignment and Assumption Agreement”), and annexed hereto as Exhibit
B-2, LBB has assigned all of its rights, title and interest in the Mortgage
Loans as well as all of its rights and obligations as purchaser under the
SWSA
to LBH, and LBH has accepted such assignment;
WHEREAS,
the Seller desires that the Servicer continue to service the Mortgage Loans,
and
the Servicer has agreed to do so, pursuant to the SWSA, subject to the rights
of
the Seller and the Master Servicer to terminate the rights and obligations
of
the Servicer hereunder as set forth herein and to the other conditions set
forth
herein;
WHEREAS,
the Seller and the Servicer agree that the provisions of the SWSA shall apply
to
the Mortgage Loans, but only to the extent provided herein and that this
Agreement shall govern the Mortgage Loans for so long as such Mortgage Loans
remain subject to the provisions of the Trust Agreement;
WHEREAS,
the Master Servicer and any successor master servicer shall be obligated,
among
other things, to supervise the servicing of the Mortgage Loans on behalf
of the
Trustee, and shall have the right, under certain circumstances, to terminate
the
rights and obligations of the Servicer under this Agreement;
WHEREAS,
multiple classes of certificates (the “Certificates”), including the Class P
Certificates and the Class X Certificates, 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 (as defined in the Trust Agreement), Xxxxxx
Brothers Inc. may 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
initially 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 NIMS Transaction through a NIMS Insurance Agreement by
and
among such insurers and the parties hereto; and
WHEREAS,
the Seller and the Servicer intend that each of the NIMS Insurer, the Master
Servicer and the Trustee be an intended third party beneficiary of this
Agreement, provided
that the
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:
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AGREEMENT
1. Definitions.
Capitalized terms used and not defined in this Agreement, including Exhibit
A
hereto and any provisions of the SWSA incorporated by reference herein
(regardless if such terms are defined in the SWSA), shall have the meanings
ascribed to such terms in the Trust Agreement.
2. Custodianship.
The
parties hereto acknowledge that Xxxxx Fargo Bank, N.A. will act as custodian
(the “Custodian”) of the Custodial Mortgage Files for the Trustee pursuant to a
Custodial Agreement dated as of September 1, 2006, between the Custodian
and the
Trustee.
3. Servicing.
The
Servicer agrees, with respect to the Mortgage Loans, to perform and observe
the
duties, responsibilities and obligations that are to be performed and observed
under the provisions of the SWSA, except as otherwise provided herein and
on
Exhibit A hereto, and that the provisions of the SWSA, as so modified, are
and
shall be a part of this Agreement to the same extent as if set forth herein
in
full.
The
Servicer additionally agrees that the Servicer will fully furnish, in accordance
with the Fair Credit Reporting Act of 1970, as amended (the “Fair Credit
Reporting Act”) and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files
to
Equifax, Experian, and Trans Union Credit Information Company (three of the
credit repositories) on a monthly basis.
4. Trust
Cut-off Date.
The
parties hereto acknowledge that by operation of Section 4.05 and Section
5.01 of
the SWSA, the remittance on October 18, 2006 to the Trust Fund is to include
principal due after September 1, 2006 (the “Trust Cut-off Date”) plus interest,
at the Mortgage Loan Remittance Rate collected during the related Due Period
exclusive of any portion thereof allocable to a period prior to the Trust
Cut-off Date, with the adjustments specified in clauses (b), (c) and (d)
of
Section 5.01 of the SWSA.
5. Master
Servicing; Termination of Servicer.
The
Servicer, including any successor servicer hereunder, shall be subject to
the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
ensure that the Servicer services the Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Trustee and the Structured Asset Securities Corporation Mortgage Loan Trust
2006-WF3 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement,
shall have the same rights as the Seller under the SWSA to enforce the
obligations of the Servicer under the SWSA and the term “Purchaser” as used in
the SWSA in connection with any rights of the Purchaser shall refer to the
Master Servicer, except as otherwise specified in Exhibit A hereto. The Master
Servicer shall be entitled to terminate the rights and obligations of the
Servicer under this Agreement upon the failure of the Servicer to perform
any of
its obligations under this Agreement, as provided in Article X (Default)
of the
SWSA. Notwithstanding anything herein to the contrary, in no event shall
the
Master Servicer be required to assume any obligations of the Seller under
the
SWSA; and, in connection with the performance of the Master Servicer’s duties
hereunder, the parties and other signatories hereto agree that the Master
Servicer shall be entitled to all of the rights, protections and limitations
of
liability afforded to the Master Servicer under the Trust
Agreement.
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6. No
Representations.
Neither
the Servicer nor the Master Servicer shall be obligated or required to make
any
representations and warranties regarding the characteristics of the Mortgage
Loans (other than those representations and warranties made by the Servicer
in
Section 3.01 of the SWSA, which the Servicer hereby restates as of the Closing
Date) in connection with the transactions contemplated by the Trust Agreement
and issuance of the Certificates issued pursuant thereto.
7. Notices.
All
notices and communications between or among the parties hereto (including
any
third party beneficiary thereof) or required to be provided to the Trustee
shall
be in writing and shall be deemed received or given when mailed first-class
mail, postage prepaid, addressed to each other party at its address specified
below or, if sent by facsimile or electronic mail, when facsimile or electronic
confirmation of receipt by the recipient is received by the sender of such
notice. Each party may designate to the other parties in writing, from time
to
time, other addresses to which notices and communications hereunder shall
be
sent.
All
notices required to be delivered to the Master Servicer under this Agreement
shall be delivered to the Master Servicer at the following address:
Aurora
Loan Services LLC
00000
Xxxx Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxxx X. Xxxxxx
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:
JPMorgan
Chase Bank, National Association
ABA#:
000-000-000
Account
Name: Aurora Loan Services LLC,
Master
Servicing Payment Clearing Account
Account
Number: 066-611059
Beneficiary:
Aurora Loan Services LLC
For
further credit to: SASCO 2006-WF3
All
notices and other written information required to be delivered to the Securities
Administrator under the Agreement shall be delivered to the Securities
Administrator at the following address:
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Xxxxx
Fargo Bank, N.A.
X.X.
Xxx 00
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Group, SASCO 2006-WF3
(or
in the case of overnight deliveries,
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 21045)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
notices required to be delivered to the Trustee hereunder shall be delivered
to
the Trustee at the following address:
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx
0xx
Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Attention:
SASCO 2006-WF3
All
written information required to be delivered to the Seller hereunder shall
be
delivered to LBH at the following address:
Xxxxxx
Brothers Holdings Inc.
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Contract Finance - SASCO 2006-WF3
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
notices required to be delivered to the Servicer hereunder shall be delivered
to
its office at the address for notices as set forth in the SWSA.
All
written information required to be delivered to the NIMS Insurer shall be
delivered to the NIMS Insurer at the address specified in the Trust
Agreement.
8. NIMS
Insurer.
As of
the Closing Date (as defined herein), a NIMS Insurer has not been assigned.
In
the event a NIMS Insurer is assigned after the Closing Date, the Master Servicer
shall promptly notify the Servicer in the manner provided by Section 12.05
of
the SWSA.
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9. Acknowledgement.
The
Servicer hereby acknowledges that the rights and obligations of LBB under
the
SWSA will be assigned to the Seller on the Closing Date pursuant to the
Assignment and Assumption Agreement; that such rights and obligations, as
amended by this Agreement will, in turn, be re-assigned by the Seller to
SASCO
under the Mortgage Loan Sale and Assignment Agreement; and that such rights
and
obligations will simultaneously be re-assigned by SASCO to the Trust Fund
under
the Trust Agreement. The Servicer agrees that the Assignment and Assumption
Agreement, the Mortgage Loan Sale and Assignment Agreement and the Trust
Agreement will each be a valid assignment and assumption agreement or other
assignment document required pursuant to Sections 2.02 and 12.10 of the SWSA
and
will constitute a valid assignment and assumption of the rights and obligations
of LBB under the SWSA to the Seller, by the Seller to SASCO, and by SASCO
to the
Trust Fund, as applicable. In addition, the Trust Fund will make a REMIC
election. The Servicer hereby consents to each such assignment and assumption
and acknowledges the Trust Fund’s REMIC election.
10. 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.
11. 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.
12. Reconstitution.
The
Seller and the Servicer agree that this Agreement is a reconstitution agreement
executed in connection with a “Securitization Transaction,” and that the date
hereof is the “Reconstitution Date,” each as defined in the SWSA.
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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
XXXXX
FARGO BANK, N.A.,
as
Servicer
By:
/s/
Xxxxxxx X. Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Vice President
Acknowledged:
AURORA
LOAN SERVICES LLC,
as
Master
Servicer
By:
/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Vice President
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee and not individually
By:
/s/
Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
EXHIBIT
A
Modifications
to the SWSA
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1.
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Unless
otherwise specified herein, any provisions of the SWSA, including
definitions, relating to (i) representations and warranties relating
to
the Mortgage Loans and not relating to the servicing of the Mortgage
Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan
Transfers, Securitization Transactions and Reconstitution, and
(iv)
Assignments of Mortgage, shall be disregarded for purposes relating
to
this Agreement. The exhibits to the SWSA and all references to
such
exhibits shall also be disregarded.
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2.
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The
definition of “Accepted Servicing Practices” in Article I is hereby
amended in its entirety to read as
follows:
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Accepted
Servicing Practices:
With respect to any Mortgage Loan, those mortgage servicing practices (i)
of
prudent mortgage lending institutions which service mortgage loans of the
same
type as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located and
(ii)
in accordance with applicable state, local and federal laws, rules and
regulations.
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3.
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The
definition of “Custodial Agreement” in Article I is hereby amended to read
as follows:
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Custodial Agreement:
The
custodial agreement relating to custody of certain of the Mortgage Loans,
between the Custodian and the Trustee and acknowledged by the Master Servicer,
the Seller, the Servicer and the Depositor, dated as of September 1,
2006.
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4.
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The
definition of “Custodian” in Article I is hereby amended to read as
follows:
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Custodian:
means
Xxxxx Fargo Bank, N.A., and its successors and assigns.
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5.
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The
definition of “Determination Date” in Article I is hereby amended to read
as follows:
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Determination
Date:
With
respect to each Remittance Date, the 15th
day of
the month in which such Remittance Date occurs, or, if such 15th
day is
not a Business Day, the next succeeding Business Day.
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6.
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A
new definition of “Document Transfer Event” is hereby added to Article I
immediately following the definition of “Distressed Mortgage Loan” to read
as follows:
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Document
Transfer Event:
The day
on which (i) Xxxxx Fargo Bank, N.A. or any successor thereto is no longer
the
servicer of any of the Mortgage Loans, (ii) the senior, unsecured long-term
debt
rating of Xxxxx Fargo & Company is less than “BBB-” by Fitch or (iii) any
Rating Agency requires the Servicer to deliver the Retained Mortgage Files
to
the Custodian.
A-1
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7.
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A
new definition of “MERS Eligible Mortgage Loan” is hereby added to Article
I immediately following the definition of “MERS” to read as
follows:
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MERS
Eligible Mortgage Loan:
Any
Mortgage
Loan that has been designated by the Servicer as recordable in the name of
MERS,
as nominee.
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8.
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The
definition of “Mortgage Interest Rate” in Article I is hereby amended by
adding the phrase “net of any Relief Act Reduction” to the end of such
definition.
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9.
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New
definitions of “Non-MERS Eligible Mortgage Loan” and “Non-MERS Mortgage
Loans” are hereby added to Article I immediately following the definition
of “Non-Assigned Letter of Credit” to read as
follows:
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Non-MERS
Eligible Mortgage Loan:
Any
Mortgage
Loan other than a MERS Eligible Mortgage Loan.
Non-MERS
Mortgage Loan:
Any
Mortgage Loan other than a MERS Mortgage Loan.
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10.
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New
definitions of “Prepayment Charge,” “Prepayment Charge Schedule” and
“Prepayment Interest Shortfall Amount” are added to Article I to
immediately precede the definition of “Prime Rate” and to read as
follows:
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Prepayment
Charge:
means
with respect to any Mortgage Loan and Distribution Date, the charges or
premiums, if any, exclusive of any servicing charges collected by the Servicer
in connection with a Mortgage Loan payoff, due in connection with a full
prepayment of such Mortgage Loan during the Principal Prepayment Period in
accordance with the terms thereof (other than any Servicer Prepayment Charge
Payment Amount).
Prepayment
Charge Schedule:
means a
data field in the Schedule of Mortgage Loans attached as Schedule I hereto
which
indicates the amount and method of calculation of the Prepayment Charge and
the
period during which such Prepayment Charge is imposed with respect to a Mortgage
Loan.
Prepayment
Interest Shortfall Amount:
means,
with respect to any Mortgage Loan that was subject to a Principal Prepayment
in
full or in part during any Principal Prepayment Period, which Principal
Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan’s Due
Date in such Principal Prepayment Period, the amount of interest (net of
the
related Servicing Fee for Principal Prepayments in full only) that would
have
accrued on the amount of such Principal Prepayment during the period commencing
on the date as of which such Principal Prepayment was applied to such Mortgage
Loan and ending on the day immediately preceding such Due Date,
inclusive.
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11.
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The
definition of “Prepayment Penalty” is hereby deleted in its entirety. In
addition, all references to “Prepayment Penalty” in the SWSA is hereby
replaced with “Prepayment Charge”.
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12.
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A
new definition of “Realized Loss” is added to Article I immediately
following the definition of “Rating Agency or Agencies” to read as
follows:
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Realized
Loss:
With
respect to each Liquidated Mortgage Loan (as defined in the Trust Agreement),
an
amount equal to (i) the unpaid principal balance of such Mortgage Loan as
of the
date of liquidation, minus (ii) Liquidation Proceeds received, to the extent
allocable to principal, net of amounts that are reimbursable therefrom to
the
Master Servicer or the Servicer with respect to such Mortgage Loan (other
than
Monthly Advances of principal) including expenses of liquidation.
A-2
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13.
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A
new definition of “Relief Act Reduction” is hereby added to Article I
immediately following the definition of “Regulation AB” to read as
follows:
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Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of the interest collectible thereon as a result of the application
of the
Servicemembers Civil Relief Act, any amount by which interest collectible
on
such Mortgage Loan for the Due Date in the related Due Period is less than
the
interest accrued thereon for the applicable one-month period at the Mortgage
Interest Rate without giving effect to such reduction.
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14.
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A
new definition of “Servicer Prepayment Charge Payment Amount” is added to
Article I immediately after the new definition of “Servicer” to read as
follows:
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Servicer
Prepayment Charge Payment Amount:
Any
amount paid by the Servicer as a result of an impermissible waiver of a
Prepayment Charge pursuant to Section 4.01 of this Agreement.
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15.
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Section
2.01 (Conveyance of Mortgage Loans; Possession of Custodial Mortgage
Files; Maintenance of Retained Mortgage File and Servicing Files)
is
hereby amended as follows:
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(i) by
deleting the first paragraph thereof and replacing the word “Purchaser” with the
words “Trustee and the Trust Fund” in each instance; and
(ii) by
adding
the following after the word “Purchaser” in the fifteenth line of the second
paragraph:
or
within
60 days of the occurrence of a Document Transfer Event
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16.
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Section
2.02 (Books and Records; Transfers of Mortgage Loans) is hereby
amended as
follows:
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(i)
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by
replacing the reference to “Purchaser” in the first paragraph and the
second sentence of the second paragraph of such section with “Trustee and
the Trust Fund;” and
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by
adding the following paragraph as the last paragraph of such section:
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Only
if
so requested by the Seller or the Master Servicer, the Servicer, at the
Depositor’s expense, shall cause to be properly prepared and recorded as
Assignment of Mortgage in favor of the Trustee with respect to each Non-MERS
Mortgage Loan in each public recording office where such Non-MERS Mortgage
Loans
are recorded, as soon as practicable after the Closing Date (but in no event
more than 90 days thereafter to the extent delays are caused by the applicable
recording office).
A-3
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17.
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The
parties acknowledge that the fourth paragraph of Section 2.02 shall
be
inapplicable to this Agreement.
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18.
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The
parties acknowledge that Section 2.03 (Custodial Agreement; Delivery
of
Documents) shall be superseded by the provisions of the Custodial
Agreement.
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19.
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The
first paragraph of Section 3.01 (Company Representations and Warranties)
is hereby amended by replacing the words “to the Purchaser” with “to the
Trust Fund, the Master Servicer, the Depositor, the Trustee and
the
Securities Administrator.”
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20.
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Section
3.01(c) (No Conflicts) is hereby amended by deleting the words
“the
acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage
Loans to the Purchaser.”
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21.
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Section
3.01(f) (Ability to Perform) is hereby amended by deleting the
second and
third sentences thereof.
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22.
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Section
3.01(h) (No Consent Required) is hereby amended by deleting the
words “or
the sale of the Mortgage Loans.”
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23.
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Section
3.01(j) (Sale Treatment), Section 3.01(l) (No Brokers’ Fees) and Section
3.01(m) (Fair Consideration) shall be inapplicable to this
Agreement.
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24.
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A
new paragraph is hereby added at the end of Section 3.01 (Company
Representations and Warranties) to read as
follows:
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It
is
understood and agreed that the representations and warranties set forth in
Section 3.01 (a) through (h), (i), (k), (n) and (o) shall survive the engagement
of the Servicer to perform the servicing responsibilities hereunder and the
delivery of the Servicing Files to the Servicer and shall inure to the benefit
of the Depositor, the Trustee, the Trust Fund, the NIMS Insurer and the Master
Servicer. Upon discovery by either the Servicer, the Depositor, the Master
Servicer, the NIMS Insurer or the Trustee of a breach of any of the foregoing
representations and warranties which materially and adversely affects the
ability of the Servicer to perform its duties and obligations under this
Agreement or otherwise materially and adversely affects the value of the
Mortgage Loans, the Mortgaged Property or the priority of the security interest
on such Mortgaged Property or the interest of the Depositor, Trustee or the
Trust Fund, the party discovering such breach shall give prompt written notice
to the other.
Within
sixty (60) days of the earlier of either discovery by or notice to the Servicer
of any breach of a representation or warranty set forth in Section 3.01 which
materially and adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise materially and
adversely affects the value of the Loans, the Mortgaged Property or the priority
of the security interest on such Mortgaged Property, the Servicer shall use
its
best efforts promptly to cure such breach in all material respects and, if
such
breach cannot be cured, the Servicer shall, at the Trustee’s or Master
Servicer’s option or the NIMS Insurer, assign the Servicer’s rights and
obligations under this Agreement (or respecting the affected Loans) to a
successor Servicer selected by the Master Servicer with the prior consent
and
approval of the Trustee (if and to the extent required under the Trust
Agreement). Such assignment shall be made in accordance with Section
12.01.
A-4
In
addition, the Servicer shall indemnify (from its own funds) the Depositor,
the
Trustee, the Trust Fund, the NIMS Insurer and the Master Servicer and hold
each
of them harmless against any costs resulting from any claim, demand, defense
or
assertion based on or grounded upon, or resulting from, a breach of the
Servicer’s representations and warranties contained in this Agreement. It is
understood and agreed that the remedies set forth in this Section 3.01
constitute the sole remedies of the Depositor, the Master Servicer, the Trust
Fund, the NIMS Insurer and the Trustee respecting a breach of the foregoing
representations and warranties.
Any
cause
of action against the Servicer relating to or arising out of the breach of
any
representations and warranties made in Section 3.01 shall accrue upon (i)
discovery of such breach by the Servicer or notice thereof by the Trustee,
the
NIMS Insurer or Master Servicer to the Servicer, (ii) failure by the Servicer
to
cure such breach within the applicable cure period, and (iii) demand upon
the
Servicer by the Depositor, the Trustee, the NIMS Insurer or the Master Servicer
for compliance with this Agreement.
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25.
|
Section
4.01 (Company to Act as Servicer) is hereby amended by replacing
the
second paragraph of such section with the
following:
|
Consistent
with the terms of this Agreement, the Servicer 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 Servicer’s reasonable and
prudent determination such waiver, modification, postponement or indulgence
is
not materially adverse to the Purchaser, provided, however, that unless the
Mortgagor is in default with respect to the Mortgage Loan or such default
is, in
the judgment of the Servicer, imminent, the Servicer shall not permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, forgive the payment of principal or interest, reduce or increase
the outstanding principal balance (except for actual payments of principal)
or
change the final maturity date on such Mortgage Loan. The Servicer shall
be
entitled to reimbursement for such advances to the same extent as for all
other
advances made pursuant to Section 5.03. Without limiting the generality of
the
foregoing, the Servicer shall continue, and is hereby authorized and empowered,
to execute and deliver on behalf of itself and the Purchaser, all instruments
of
satisfaction or cancellation, or of partial or full release, discharge and
all
other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties; provided, further, that upon the full
release or discharge, the Servicer shall notify the related Custodian of
the
related Mortgage Loan of such full release or discharge. If reasonably required
by the Servicer, the Purchaser shall furnish the Servicer with any powers
of
attorney and other documents necessary or appropriate to enable the Servicer
to
carry out its servicing and administrative duties under this Agreement. Promptly
after the execution of any assumption, modification, consolidation or extension
of any Mortgage Loan, the Servicer 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 Servicer 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.
|
26.
|
Section
4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
|
(i) the
words
“in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans
-
P&I” in the fourth and fifth lines of the first sentence of the first
paragraph shall be replaced by the following: “in
trust
for the Structured Asset Securities Corporation Mortgage Loan Trust 2006-WF3
and
various Mortgagors”.
A-5
(ii) by
amending clause (viii) to read as follows:
|
the
amount of any Prepayment Interest Shortfall Amount paid out of
the
Servicer’s own funds without any right to reimbursement
therefor;
|
|
27.
|
Section
4.05 (Permitted Withdrawals From Custodial Account) is hereby amended
as
follows:
|
| (i) |
by
replacing the last five lines of clause (ii) with the following:
|
the
Trust
Fund; provided however, that in the event that the Servicer determines in
good
faith that any unreimbursed Monthly Advances will not be recoverable from
amounts representing late recoveries of payments of principal or interest
respecting the particular Mortgage Loan as to which such Monthly Advance
was
made or from Liquidation Proceeds or Insurance Proceeds with respect to such
Mortgage Loan, the Servicer may reimburse itself for such amounts from the
Custodial Account, it being understood, in the case of any such reimbursement,
that the Servicer’s right thereto shall be prior to the rights of the Trust
Fund;
|
(ii)
|
by
amending clause (v) thereof by adding the words “Section 4.01 and” before
the reference to Section 8.01.
|
|
28.
|
Section
4.06 (Establishment of and Deposits to Escrow Account) is hereby
amended
by deleting the words “Purchaser and/or subsequent purchasers of
Residential Mortgage Loans, and various Mortgagors - T&I” in the
fourth and fifth lines of the first sentence of the first paragraph,
and
replacing it with the following:
|
in
trust
for the Structured Asset Securities Corporation Mortgage Loan Trust 2006-WF3
and
various Mortgagors.
|
29.
|
Section
4.07 (Permitted Withdrawals from Escrow Account) is hereby amended
by
removing the word “and” at the end of clause (viii), replacing the period
at the end of clause (ix) with “; and” and adding a new clause (x) to read
as follows:
|
(x) to
transfer funds to another Eligible Institution in accordance with Section
4.09
hereof.
|
30.
|
Section
4.09 (Protection of Accounts) is hereby amended as
follows:
|
|
(i)
|
by
replacing the words “the Purchaser” with “the Master Servicer” in each
instance; and
|
|
(ii)
|
by
adding the following sentence as the last sentence of such
section:
|
The
Servicer shall give notice to the Master Servicer of any transfer of the
Custodial Account, the Subsidy Account or the Escrow Account to a different
Eligible Institution no later than thirty (30) days after any such transfer
is
made and deliver to the Master Servicer, upon request, a certification notice
in
the form of Exhibit F or Exhibit G, as applicable, with respect to such Eligible
Institution.
A-6
|
31.
|
Section
4.16 (Title, Management and Disposition of REO Property) is hereby
amended
by (i) replacing the reference to “one year” in the seventh line of the
second paragraph thereof with “three years”, (ii) adding two new
paragraphs after the second paragraph thereof to read as
follows:
|
In
the
event that the Trust Fund acquires any REO Property in connection with a
default
or imminent default on a Mortgage Loan, the Servicer shall dispose of such
REO
Property not later than the end of the third taxable year after the year
of its
acquisition by the Trust Fund unless the Servicer has applied for and received
a
grant of extension from the Internal Revenue Service ( and provided a copy
of
the same to the Master Servicer and the Trustee) to the effect that, under
the
REMIC Provisions and any relevant proposed legislation and under applicable
state law, the applicable Trust REMIC may hold REO Property for a longer
period
without adversely affecting the REMIC status of such REMIC or causing the
imposition of a federal or state tax upon such REMIC. If the Servicer has
received such an extension, then the Servicer shall continue to attempt to
sell
the REO Property for its fair market value for such period longer than three
years as such extension permits (the “Extended Period”). If the Servicer has not
received such an extension and the Servicer is unable to sell the REO Property
within the period ending 3 months before the end of such third taxable year
after its acquisition by the Trust Fund or if the Servicer has received such
an
extension, and the Servicer is unable to sell the REO Property within the
period
ending three months before the close of the Extended Period, the Servicer
shall,
before the end of the three year period or the Extended Period, as applicable,
(i) purchase such REO Property at a price equal to the REO Property’s fair
market value or (ii) auction the REO Property to the highest bidder (which
may
be the Servicer) in an auction reasonably designed to produce a fair price
prior
to the expiration of the three-year period or the Extended Period, as the
case
may be. The Trustee shall sign any document or take any other action reasonably
requested by the Servicer which would enable the Servicer, on behalf of the
Trust Fund, to request such grant of extension.
Notwithstanding
any other provisions of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise used
by
or on behalf of the Trust Fund in such a manner or pursuant to any terms
that
would: (i) cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code; or (ii) subject any
Trust
REMIC to the imposition of any federal income taxes on the income earned
from
such REO Property, including any taxes imposed by reason of Sections 860F
or
860G(c) of the Code, unless the Servicer has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such
taxes.
(iii)
deleting
the first sentence of the third paragraph thereto, (iv) replacing the word
“sentence” with “paragraph” in the seventh line of the third paragraph thereto,
(v) replacing the word “advances” in the sixth line of the fifth paragraph
thereof with “Monthly Advances,” and (vi) by adding the following to the end of
such Section:
Prior
to
acceptance by the Servicer of an offer to sell any REO Property for a sale
price
that is less than 90% of the unpaid principal balance of the related Mortgage
Loan, the Servicer shall notify the Master Servicer of such offer in writing
which notification shall set forth all material terms of said offer (each
a
“Notice of Sale”). The Master Servicer shall be deemed to have approved
the sale of any REO Property unless the Master Servicer notifies the Servicer
in
writing, within two (2) Business Days after its receipt of the related Notice
of
Sale, that it disapproves of the related sale, in which case the Servicer
shall
not proceed with such sale.
A-7
|
32.
|
Section
5.01 (Remittances) is hereby amended as
follows:
|
|
(i)
|
by
adding the following after the second paragraph of such
Section:
|
All
remittances required to be made to the Master Servicer shall be made to the
following wire account or to such other account as may be specified by the
Master Servicer from time to time:
JPMorgan
Chase Bank
ABA
#:
000-000-000
Account
Name: Aurora
Loan Services LLC
Master
Servicing Payment Clearing Account
Account
Number: 066-611059
Beneficiary:
Aurora Loan Services LLC
For
further credit to: SASCO 2006-WF3
|
(ii)
|
by
replacing the words “second Business Day” in the first and second
sentences of the second paragraph of such section with “first Business
Day.”
|
|
33.
|
Section
5.02 (Statements to Purchaser) is hereby amended to read as
follows:
|
Section
5.02 Statements
to Master Servicer.
Not
later
than the tenth calendar day of each month (or if such calendar day is not
a
Business Day, the immediately preceding Business Day), the Servicer shall
furnish to the Master Servicer (i) a monthly remittance advice in the format
set
forth in Exhibit D-1 hereto, a monthly defaulted loan report in the format
set
forth in Exhibit D-2 hereto (or in such other format mutually agreed to between
the Servicer and the Master Servicer) relating to the period ending on the
last
day of the preceding calendar month and a monthly loan loss report in the
format
set forth in Exhibit D-3 hereto (or in such other format mutually agreed
to
between the Servicer and the Master Servicer) and (ii) all such information
required pursuant to clause (i) above on a magnetic tape or other similar
media
reasonably acceptable to the Master Servicer; provided,
however, the
information required by Exhibit D-2 and Exhibit D-3 is limited to that which
is
readily available to the Servicer and is mutually agreed to by the Servicer
and
Master Servicer.
The
Servicer shall provide the Master Servicer (which shall in turn provide the
NIMS
Insurer) with such information available to it concerning the Mortgage Loans
as
is necessary for the Securities Administrator to prepare the Trust Fund’s
federal income tax return as the Securities Administrator may reasonably
request
from time to time.
|
34.
|
Section
6.04 (Annual Statement as to Compliance) is hereby amended as
follows:
|
|
(a)
|
replacing
the words “the Purchaser and any Depositor” with “the Master Servicer and
the Depositor” in each instance;
and
|
|
(b)
|
replacing
the words “the Purchaser and such Depositor” with “the Master Servicer and
such Depositor” in each instance.”
|
A-8
|
35.
|
Section
6.06 (Report on Assessment of Compliance and Attestation) is hereby
amended as follows:
|
|
(a)
|
by
replacing the words “the Purchaser and any Depositor” with “the Depositor
and the Master Servicer” in each
instance;
|
|
(b)
|
by
replacing the words “the Purchaser and such Depositor” with “the Depositor
and such Master Servicer” in each
instance;
|
|
(c)
|
by
replacing the words “delivered to the Purchaser” with “delivered to the
Depositor and the Master Servicer”;
|
|
(d)
|
by
replacing the words “deliver to the Purchaser, any Depositor” with
“deliver to the Depositor and the Master Servicer”;
and
|
|
(e)
|
by
removing the words “substantially,” “the form of” and “delivered to the
Purchaser at the time of any Securitization Transaction” from subsection
(i) thereof.
|
|
36.
|
Section
8.01 (Indemnification; Third Party Claims) is hereby amended in
its
entirety to read as follows:
|
The
Servicer shall indemnify Xxxxxx Brothers Bank, FSB, the Depositor, the Trust
Fund, the Trustee and the Master Servicer and hold each of them harmless
against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and any other costs,
fees
and expenses that any of such parties may sustain in any way related to the
failure of the Servicer to perform its duties and service the Mortgage Loans
in
strict compliance with the terms of this Agreement (including, but not limited
to its obligations to provide any information, report, certification,
accountants’ letter or other material pursuant to Sections 6.04 and 6.06
hereunder) or for any inaccurate or misleading information provided pursuant
to
Sections 6.04 and 6.06 hereunder. The Servicer immediately shall notify Xxxxxx
Brothers Bank, FSB, the Master Servicer and the Trustee or any other relevant
party if a claim is made by a third party with respect to this Agreement
or the
Mortgage Loans, assume (with the prior written consent of the indemnified
party,
which consent shall not be unreasonably withheld or delayed) the defense
of any
such claim and pay all expenses in connection therewith, including counsel
fees,
and promptly pay, discharge and satisfy any judgment or decree which may
be
entered against it or any of such parties in respect of such claim. The Servicer
shall follow any written instructions received from the Master Servicer or
the
Trustee in connection with such claim. The Servicer shall provide the Trustee
(with a copy to the Master Servicer) with a written report of all expenses
and
advances incurred by the Servicer pursuant to this Section 8.01, and the
Trustee
(after consultation with the Master Servicer) from the assets of the Trust
Fund
promptly shall reimburse the Servicer for all amounts advanced by it pursuant
to
the preceding sentence except when the claim is in any way relates to the
failure of the Servicer to service and administer the Mortgage Loans in strict
compliance with the terms of this Agreement or the gross negligence, bad
faith
or willful misconduct of this Servicer.
|
37.
|
Subsection
(c) of Section 9.01 (Removal of Mortgage Loans from Inclusion Under
this
Agreement Upon an Agency Sale, Whole Loan Sale or Securitization
Transaction) shall be inapplicable to this Agreement.
|
A-9
|
38.
|
Section
9.01 (Removal of Mortgage Loans from Inclusion Under this Agreement
Upon
and Agency Sale, Whole Loan Sale or Securitization Transaction)
is hereby
amended as follows:
|
|
(a)
|
Subsection
(d)(i)(D) is hereby amended in its entirety to read as
follows:
|
a
description of any affiliation or relationship (of a type described in Item
1119
of Regulation AB) between the Company, each Third-Party Originator, each
Subservicer and any of the parties listed on Exhibit L hereto.
|
(b)
|
Subsection
(d)(vi)(A)(7) is hereby amended in its entirety to read as
follows:
|
there
are no affiliations, relationships or transactions relating to the Company,
any
Subservicer or any Third-Party Originator with respect to any Securitization
Transaction and any party listed on Exhibit L hereto.
|
(c)
|
Subsection
(e) is hereby amended by (1) changing the reference to “the Purchaser,
each affiliate of the Purchaser” to “the Trust Fund, the Master Servicer,
the Depositor and the Trustee,” (2) deleting the reference to “or the
Depositor,” and (3) deleting the reference to “and the Depositor”;
and
|
|
(d)
|
by
changing any reference to “Purchaser” to “Master Servicer” in each
instance in subsections (d) and (e) and the last four paragraphs
of
Section 9.01.
|
|
39.
|
Section
10.01 (Events of Default) is hereby amended
by:
|
|
(a)
|
changing
any reference to clause (x) to clause (viii);
|
|
(b)
|
changing
any reference to clause (xi) to clause (ix);
|
|
(c)
|
changing
any reference to “Purchaser” to “Master
Servicer”;
|
|
(d)
|
changing
the reference to “five (5) days” to “two (2) Business Days” in clause (i);
and
|
|
(e)
|
adding
the words “within the applicable cure period” after the word “remedied” in
the first line of the second
paragraph.
|
|
40.
|
Section
10.02 (Waiver of Defaults) is hereby amended by changing the reference
to
“Purchaser” to “Master Servicer with the prior written consent of the
Trustee and the NIMS Insurer”.
|
|
41.
|
Section
11.01 (Termination) is hereby amended by restating subclause (ii)
thereof
to read as below and adding the following sentence after the first
sentence of Section 11.01:
|
|
(ii)
|
mutual
consent of the Servicer and the Master Servicer in writing, provided
such
termination is also acceptable to the Trustee and the Rating
Agencies.
|
A-10
At
the
time of any termination of the Servicer pursuant to Section 11.01, the Servicer
shall be entitled to all accrued and unpaid Servicing Fees and unreimbursed
Servicing Advances and Monthly Advances; provided, however, in the event
of a
termination for cause under Sections 10.01 hereof, such unreimbursed amounts
shall not be reimbursed to the Servicer until such amounts are received by
the
Trust Fund from the related Mortgage Loans.
|
42.
|
Section
11.02 (Termination Without Cause) is hereby amended in its entirety
to
read as follows:
|
Xxxxxx
Brothers Bank, FSB (with the prior consent of the Trustee) may terminate,
at its
sole option, any rights the Company may have hereunder, without cause as
provided in this Section 11.02. Any such notice of termination shall be in
writing and delivered to the Company by registered mail as provided in Section
12.05.
The
Company shall be entitled to receive, as such liquidated damages, upon the
transfer of the servicing rights, an amount equal to 1.50% of the aggregate
outstanding principal amount of the Mortgage Loans as of the termination
date
paid by Xxxxxx Brothers Bank, FSB to the Company with respect to all of the
Mortgage Loans for which a servicing fee rate of .50% is paid per annum.
In the
event that it is terminated pursuant to this Section 11.02, the Company shall
be
required, at the expense of Xxxxxx Brothers Bank, FSB, to deliver to the
Custodian the entire contents of the Retained Mortgage File, to the extent
such
contents were not previously delivered to the Custodian pursuant to this
Agreement or the Custodial Agreement.
|
43.
|
Section
12.01 (Successor to Servicer) is hereby amended in its entirety
to read as
follows:
|
Simultaneously
with the termination of the Servicer’s responsibilities and duties under this
Agreement pursuant to Sections 8.04, 10.01, 11.01(ii) or 11.02, the Master
Servicer shall, in accordance with the provisions of the Trust Agreement
(i)
succeed to and assume all of the Servicer’s responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor meeting the
eligibility requirements of this Agreement, and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of
the
Servicer under this Agreement with the termination of the Servicer’s
responsibilities, duties and liabilities under this Agreement. Any successor
to
the Servicer that is not at that time a Servicer of other mortgage loans
for the
Trust Fund shall be subject to the approval of the Master Servicer, Xxxxxx
Brothers Bank, FSB, the Trustee and each Rating Agency (as such term is defined
in the Trust Agreement). Unless the successor servicer is at that time a
servicer of other mortgage loans for the Trust Fund, each Rating Agency must
deliver to the Trustee a letter to the effect that such transfer of servicing
will not result in a qualification, withdrawal or downgrade of the then-current
rating of any of the Certificates. In connection with such appointment and
assumption, the Master Servicer or Xxxxxx Brothers Bank, FSB, as applicable,
may
make such arrangements for the compensation of such successor out of payments
on
the Mortgage Loans as it and such successor shall agree; provided, however,
that
no such compensation shall be in excess of that permitted the Servicer under
this Agreement. In the event that the Servicer’s duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of
such
termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and
shall
take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the Servicer pursuant
to the aforementioned sections shall not become effective until a successor
shall be appointed pursuant to this Section 12.01 and shall in no event relieve
the Servicer of the representations and warranties made pursuant to Sections
3.01 and 3.02 and the remedies available to the Trust Fund under Section
3.03
shall be applicable to the Servicer notwithstanding any such resignation
or
termination of the Servicer, or the termination of this Agreement.
A-11
Within
a
reasonable period of time, but in no event longer than 30 days of the
appointment of a successor entity, the Servicer shall prepare, execute and
deliver to the successor entity any and all documents and other instruments,
place in such successor’s possession all Servicing Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes
of
such notice of termination. The Servicer shall cooperate with the Trustee
and
the Master Servicer, as applicable, and such successor in effecting the
termination of the Servicer’s responsibilities and rights hereunder and the
transfer of servicing responsibilities to the successor Servicer, including
without limitation, the transfer to such successor for administration by
it of
all cash amounts which shall at the time be credited by the Servicer to the
Account or any Escrow Account or thereafter received with respect to the
Mortgage Loans.
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Trustee, the Servicer and the Master Servicer an instrument (i) accepting
such appointment, wherein the successor shall make an assumption of the due
and
punctual performance and observance of each covenant and condition to be
performed and observed by the Servicer under this Agreement, whereupon such
successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer, with like
effect
as if originally named as a party to this Agreement. Any termination or
resignation of the Servicer or termination of this Agreement pursuant to
Sections 8.04, 10.01, 11.01 or 11.02 shall not affect any claims that the
Master
Servicer or the Trustee may have against the Servicer arising out of the
Servicer’s actions or failure to act prior to any such termination or
resignation.
The
Servicer shall deliver, within three (3) Business Days of the appointment
of a
successor Servicer, the funds in the Custodial Account and Escrow Account
and
all Collateral Files, Credit Files and related documents and statements held
by
it hereunder to the successor Servicer and the Servicer shall account for
all
funds and shall execute and deliver such instruments and do such other things
as
may reasonably be required to more fully and definitively vest in the successor
all such rights, powers, duties, responsibilities, obligations and liabilities
of the Servicer.
Upon
a
successor’s acceptance of appointment as such, the Servicer shall notify the
Trustee and Master Servicer of such appointment in accordance with the notice
procedures set forth herein.
Except
as
otherwise provided in this Agreement, all reasonable costs and expenses incurred
in connection with any transfer of servicing hereunder (whether as a result
of
termination or removal of the Servicer or resignation of the Servicer or
otherwise), including, without limitation, the costs and expenses of the
Master
Servicer or any other Person in appointing a successor servicer, or of the
Master Servicer in assuming the responsibilities of the Servicer hereunder,
or
of transferring the Servicing Files and the other necessary data to the
successor servicer shall be paid by the terminated, removed or resigning
Servicer from its own funds without reimbursement.
|
44.
|
Section
12.02 (Amendment) is hereby amended by replacing the words “by written
agreement signed by the Company and the Purchaser” with “by written
agreement signed by the Servicer and Xxxxxx Brothers Bank, FSB,
with the
written consent of the Master Servicer, the Trustee and the NIMS
Insurer”.
|
A-12
|
45.
|
Section
12.04 (Duration of Agreement) is hereby amended by deleting the
last
sentence thereof.
|
|
46.
|
Section
12.10 (Assignment by Purchaser) is hereby deleted in its
entirety.
|
|
47.
|
A
new Section 12.12 (Intended Third Party Beneficiaries) is hereby
added to
the SWSA to read as follows:
|
Section
12.12 Intended
Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties to this
Agreement agree that it is appropriate, in furtherance of the intent of such
parties as set forth herein, that the Trust Fund, Master Servicer, the Depositor
and the Trustee receive the benefit of the provisions of this Agreement as
intended third party beneficiaries of this Agreement to the extent of such
provisions. The Servicer shall have the same obligations to the Trust Fund,
the
Master Servicer, the Depositor and the Trustee as if they were parties to
this
Agreement, and the Trust Fund, the Master Servicer, the Depositor and the
Trustee shall have the same rights and remedies to enforce the provisions
of
this Agreement as if they were parties to this Agreement. The Servicer shall
only take direction from the Master Servicer (if direction by the Master
Servicer is required under this Agreement) unless otherwise directed by this
Agreement. Notwithstanding the foregoing, all rights and obligations of the
Trust Fund, the Master Servicer, the Depositor and the Trustee hereunder
(other
than the right to indemnification) shall terminate upon termination of the
Trust
Agreement and of the Trust Fund pursuant to the Trust Agreement.
|
48.
|
Exhibit
D-3 (Form of Loan Loss Report) is hereby added to the SWSA.
|
|
49.
|
Exhibit
L (Transaction Parties) is hereby added to the SWSA.
|
|
50.
|
Exhibit
H to the SWSA is hereby replaced in its entirety by Exhibit M attached
hereto.
|
X-00
XXXXXXX
X-0
Trust
Agreement
B-1
EXHIBIT
B-2
Assignment
and Assumption Agreement
X-0
XXXXXXX
X
XXXX
X
Xxxxxxx
X-0
MONTHLY
REMITTANCE ADVICE
|
FIELD
NAME
|
DESCRIPTION
|
FORMAT
|
||
|
INVNUM
|
INVESTOR
LOAN NUMBER
|
Number
no decimals
|
||
|
SERVNUM
|
SERVICER
LOAN NUMBER, REQUIRED
|
Number
no decimals
|
||
|
BEGSCHEDBAL
|
BEGINNING
SCHEDULED BALANCE FOR SCHED/SCHED BEGINNING TRAIL BALANCE FOR
ACTUAL/ACTUAL, REQUIRED
|
Number
two decimals
|
||
|
SCHEDPRIN
|
SCHEDULED
PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED ACTUAL PRINCIPAL COLLECTED
FOR
ACTUAL/ACTUAL, REQUIRED, .00 IF NO COLLECTIONS
|
Number
two decimals
|
||
|
CURT1
|
CURTAILMENT
1 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
CURT1DATE
|
CURTAILMENT
1 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
||
|
CURT1ADJ
|
CURTAILMENT
1 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
CURT2
|
CURTAILMENT
2 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
CURT2DATE
|
CURTAILMENT
2 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
||
|
CURT2ADJ
|
CURTAILMENT
2 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
LIQPRIN
|
PAYOFF,
LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
OTHPRIN
|
OTHER
PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
PRINREMIT
|
TOTAL
PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
INTREMIT
|
NET
INTEREST REMIT, INCLUDE PAYOFF INTEREST, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
TOTREMIT
|
TOTAL
REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
ENDSCHEDBAL
|
ENDING
SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED ENDING TRIAL BALANCE
FOR
ACTUAL/ACTUAL .00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
Number
two decimals
|
||
|
ENDACTBAL
|
ENDING
TRIAL BALANCE .00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
Number
two decimals
|
||
|
ENDDUEDATE
|
ENDING
ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT
|
DD-MMM-YY
|
||
|
ACTCODE
|
60
IF PAIDOFF, BLANK IF NOT APPLICABLE
|
Number
no decimals
|
||
|
ACTDATE
|
ACTUAL
PAYOFF DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
||
|
INTRATE
|
INTEREST
RATE, REQUIRED
|
Number
seven decimals
Example
.0700000 for 7.00%
|
||
|
SFRATE
|
SERVICE
FEE RATE, REQUIRED
|
Number
seven decimals
Example
.0025000 for .25%
|
||
|
PTRATE
|
PASS
THRU RATE, REQUIRED
|
Number
seven decimals
Example
.0675000 for 6.75%
|
||
|
PIPMT
|
P&I
CONSTANT, REQUIRED
.00
IF PAIDOFF
|
Number
two decimals
|
X-0-0
XXXXXXX
X-0
XXXXXXXX
XXXXXX FOR MONTHLY DEFAULTED LOAN REPORT
|
Data
Field
|
Format
|
|
|
Data
Description
|
|
%
of
MI coverage
|
NUMBER(6,5)
|
|
|
The
percent of coverage provided by the PMI company in the event
of loss on a
defaulted loan.
|
|
Actual
MI claim filed date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the claim was submitted to the PMI company.
|
|
Actual
bankruptcy start date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the bankruptcy petition is filed with the
court.
|
|
Actual
MI claim amount filed
|
NUMBER(15,2)
|
|
|
The
amount of the claim that was filed by the servicer with the PMI
company.
|
|
Actual
discharge date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the Discharge Order is entered in the bankruptcy
docket.
|
|
Actual
due date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
due date of the next outstanding payment amount due from the
mortgagor.
|
|
Actual
eviction complete date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the eviction proceedings are completed by local
counsel.
|
|
Actual
eviction start date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the eviction proceedings are commenced by local
counsel.
|
|
Actual
first legal date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that foreclosure counsel filed the first legal action as
defined by
state statute.
|
|
Actual
redemption end date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the foreclosure redemption period expires.
|
|
Bankruptcy
chapter
|
VARCHAR2(2)
|
7=
Chapter 7 filed
12=
Chapter 12 filed
|
11=
Chapter 11 filed
13=
Chapter 13 filed
|
Chapter
of bankruptcy filed.
|
|
Bankruptcy
flag
|
VARCHAR2(2)
|
Y=Active
Bankruptcy
|
N=No
Active Bankruptcy
|
Servicer
defined indicator that identifies that the property is an asset
in an
active bankruptcy case.
|
|
Bankruptcy
Case Number
|
VARCHAR2(15)
|
|
|
The
court assigned case number of the bankruptcy filed by a party
with
interest in the property.
|
|
MI
claim amount paid
|
NUMBER(15,2)
|
|
|
The
amount paid to the servicer by the PMI company as a result of
submitting
an MI claim.
|
D-2-1
|
MI
claim funds received date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that funds were received from the PMI company as a result
of
transmitting an MI claim.
|
|
Current
loan amount
|
NUMBER(10,2)
|
|
|
Current
unpaid principal balance of the loan as of the date of reporting
to Aurora
Master Servicing.
|
|
Date
FC sale scheduled
|
DATE(MM/DD/YYYY)
|
|
|
Date
that the foreclosure sale is scheduled to be held.
|
|
Date
relief/dismissal granted
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the dismissal or relief from stay order is entered
by the
bankruptcy court.
|
|
Date
REO offer accepted
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date of acceptance of an REO offer.
|
|
Date
REO offer received
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date of receipt of an REO offer.
|
|
Delinquency
value
|
NUMBER(10,2)
|
|
|
Value
obtained typically from a BPO prior to foreclosure referral not
related to
loss mitigation activity.
|
|
Delinquency
value source
|
VARCHAR2(15)
|
BPO=
Broker's Price Opinion
|
Appraisal=Appraisal
|
Name
of vendor or management company that provided the delinquency
valuation
amount.
|
|
Delinquency
value date
|
DATE(MM/DD/YYYY)
|
|
|
Date
that the delinquency valuation amount was completed by vendor
or property
management company.
|
|
Delinquency
flag
|
VARCHAR2(2)
|
Y=
90+ delinq. Not in FC, Bky or Loss mit
|
N=Less
than 90 days delinquent
|
Servicer
defined indicator that identifies that the loan is delinquent
but is not
involved in loss mitigation, foreclosure, bankruptcy or
REO.
|
|
Foreclosure
flag
|
VARCHAR2(2)
|
Y=Active
foreclosure
|
N=No
active foreclosure
|
Servicer
defined indicator that identifies that the loan is involved in
foreclosure
proceedings.
|
|
Corporate
expense balance
|
NUMBER(10,2)
|
|
|
Total
of all cumulative expenses advanced by the servicer for non-escrow
expenses such as but not limited to: FC fees and costs, bankruptcy
fees
and costs, property preservation and property
inspections.
|
D-2-2
|
Foreclosure
attorney referral date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the loan was referred to local counsel to begin foreclosure
proceedings.
|
|
Foreclosure
valuation amount
|
NUMBER(15,2)
|
|
|
Value
obtained during the foreclosure process. Usually as a result
of a BPO and
typically used to calculate the bid.
|
|
Foreclosure
valuation date
|
DATE(MM/DD/YYYY)
|
|
|
Date
that foreclosure valuation amount was completed by vendor or
property
management company.
|
|
Foreclosure
valuation source
|
VARCHAR2(80)
|
BPO=
Broker's Price Opinion
|
Appraisal=Appraisal
|
Name
of vendor or management company that provided the foreclosure
valuation
amount.
|
|
FHA
27011A transmitted date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the FHA 27011A claim was submitted to HUD.
|
|
FHA
27011 B transmitted date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the FHA 27011B claim was submitted to HUD.
|
|
VA
LGC/ FHA Case number
|
VARCHAR2(15)
|
|
|
Number
that is assigned individually to the loan by either HUD or VA
at the time
of origination. The number is located on the Loan Guarantee Certificate
(LGC) or the Mortgage Insurance Certificate (MIC).
|
|
FHA
Part A funds received date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that funds were received from HUD as a result of transmitting
the
27011A claim.
|
|
Foreclosure
actual sale date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the foreclosure sale was held.
|
|
Servicer
loan number
|
VARCHAR2(15)
|
|
|
Individual
number that uniquely identifies loan as defined by
servicer.
|
|
Loan
type
|
VARCHAR2(2)
|
1=FHA
Residential
3=Conventional
w/o PMI
5=FHA
Project
7=HUD
235/265
9=Farm
Loan
S=Sub
prime
|
2=VA
Residentia
4=Commercial
6=Conventional
w/PMI
8=Daily
Simple Interest Loan
U=Unknown
|
Type
of loan being serviced generally defined by the existence of
certain types
of insurance (i.e.: FHA, VA, conventional insured, conventional
uninsured,
SBA, etc.).
|
|
Loss
mit approval date
|
DATE(MM/DD/YYYY)
|
|
|
The
date determined that the servicer and mortgagor agree to pursue
a defined
loss mitigation alternative.
|
|
Loss
mit flag
|
VARCHAR2(2)
|
Y=
Active loss mitigation
|
N=No
active loss mitigation
|
Servicer
defined indicator that identifies that the loan is involved in
completing
a loss mitigation alternative.
|
D-2-3
|
Loss
mit removal date
|
DATE(MM/DD/YYYY)
|
|
|
The
date that the mortgagor is denied loss mitigation alternatives
or the date
that the loss mitigation alternative is completed resulting in
a current
or liquidated loan.
|
|
Loss
mit type
|
VARCHAR2(2)
|
L=
Loss Mitigation
NP=Pending
non-performing sale
DI=
Deed in lieu
MO=Modification
SH=Short
sale
|
LT=Litigation
pending
CH=
Charge off
FB=
Forbearance plan
PC=Partial
claim
VA=VA
refunding
|
The
defined loss mitigation alternative identified on the loss mit
approval
date.
|
|
Loss
mit value
|
NUMBER(10,2)
|
|
|
Value
obtained typically from a BPO prior to foreclosure sale intended
to aid in
the completion of loss mitigation activity.
|
|
Loss
mit value date
|
DATE(MM/DD/YYYY)
|
|
|
Name
of vendor or management company that provided the loss mitigation
valuation amount.
|
|
Loss
mit value source
|
VARCHAR2(15)
|
BPO=
Broker's Price Opinion
|
Appraisal=Appraisal
|
Date
that the loss mitigation valuation amount was completed by vendor
or
property management company.
|
|
MI
certificate number
|
VARCHAR2(15)
|
|
|
A
number that is assigned individually to the loan by the PMI company
at the
time of origination. Similar to the VA LGC/FHA Case Number in
purpose.
|
|
LPMI
Cost
|
NUMBER(7,7)
|
|
|
The
current premium paid to the PMI company for Lender Paid Mortgage
Insurance.
|
|
Occupancy
status
|
VARCHAR2(1)
|
O=Owner
occupied
U=Unknown
|
T=Tenant
occupied
V=Vacant
|
The
most recent status of the property regarding who if anyone is
occupying
the property. Typically a result of a routine property
inspection.
|
|
First
Vacancy date/ Occupancy status date
|
DATE(MM/DD/YYYY)
|
|
|
The
date that the most recent occupancy status was determined. Typically
the
date of the most recent property inspection.
|
|
Original
loan amount
|
NUMBER(10,2)
|
|
|
Amount
of the contractual obligations (i.e.: note and mortgage/deed
of
trust).
|
|
Original
value amount
|
NUMBER(10,2)
|
|
|
Appraised
value of property as of origination typically determined through
the
appraisal process.
|
D-2-4
|
Origination
date
|
DATE(MM/DD/YYYY)
|
|
|
Date
that the contractual obligations (i.e.: note and mortgage/deed
of trust)
of the mortgagor was executed.
|
|
FHA
Part B funds received date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that funds were received from HUD as a result of transmitting
the
27011B claim.
|
|
Post
petition due date
|
DATE(MM/DD/YYYY)
|
|
|
The
post petition due date of a loan involved in a chapter 13
bankruptcy.
|
|
Property
condition
|
VARCHAR2(2)
|
1=
Excellent
3=Average
5=Poor
|
2=Good
4=Fair
6=Very
poor
|
Physical
condition of the property as most recently reported to the servicer
by
vendor or property management company.
|
|
Property
type
|
VARCHAR2(2)
3=Condo
6=Prefabricated
7=Mobile
home
A=Church
O=Co-op
CT=Condotel
|
1=Single
family
4=Multifamily
B=Commercial
U=Unknown
P=PUD
M=Manufactured
housing
MU=Mixed
use
|
2=Town
house
5=Other
C=Land
only
D=Farm
R=Row
house
24=
2-4 family
|
Type
of property secured by mortgage such as: single family, 2-4 unit,
etc.
|
|
Reason
for default
|
VARCHAR2(3)
|
001=Death
of principal mtgr
003=Illness
of mtgr's family member
004=Death
of mtgr's family member
006=Curtailment
of income
008=Abandonment
of property
011=Property
problem
013=Inability
to rent property
015=Other
017=Business
failure
022=Energy-Environment
costs
026=
Payment adjustment
029=Transfer
ownership pending
031=Unable
to contact borrower
|
002=Illness
of principal mtgr
005=Marital
difficulties
007=Excessive
obligations
009=Distant
employee transfer
012=Inability
to sell property
014=Military
service
016=Unemployment
019=Casualty
loss
023=
Servicing problems
027=Payment
dispute
030=Fraud
INC=Incarceration
|
Cause
of delinquency as identified by mortgagor.
|
|
REO
repaired value
|
NUMBER(10,2)
|
|
|
The
projected value of the property that is adjusted from the "as
is" value
assuming necessary repairs have been made to the property as
determined by
the vendor/property management company.
|
|
REO
list price adjustment amount
|
NUMBER(15,2)
|
|
|
The
most recent listing/pricing amount as updated by the servicer
for REO
properties.
|
D-2-5
|
REO
list price adjustment date
|
DATE(MM/DD/YYYY)
|
|
|
The
most recent date that the servicer advised the agent to make
an adjustment
to the REO listing price.
|
|
REO
value (as is)
|
NUMBER(10,2)
|
|
|
The
value of the property without making any repairs as determined
by the
vendor/property management company.
|
|
REO
actual closing date
|
DATE(MM/DD/YYYY)
|
|
|
The
actual date that the sale of the REO property closed
escrow.
|
|
REO
flag
|
VARCHAR2(7)
|
Y=Active
REO
|
N=No
active REO
|
Servicer
defined indicator that identifies that the property is now Real
Estate
Owned.
|
|
REO
original list date
|
DATE(MM/DD/YYYY)
|
|
|
The
initial/first date that the property was listed with an agent
as an
REO.
|
|
REO
original list price
|
NUMBER(15,2)
|
|
|
The
initial/first price that was used to list the property with an
agent as an
REO.
|
|
REO
net sales proceeds
|
NUMBER(10,2)
|
|
|
The
actual REO sales price less closing costs paid. The net sales
proceeds are
identified within the HUD1 settlement statement.
|
|
REO
sales price
|
NUMBER(10,2)
|
|
|
Actual
sales price agreed upon by both the purchaser and servicer as
documented
on the HUD1 settlement statement.
|
|
REO
scheduled close date
|
DATE(MM/DD/YYYY)
|
|
|
The
date that the sale of the REO property is scheduled to close
escrow.
|
|
REO
value date
|
DATE(MM/DD/YYYY)
|
|
|
Date
that the vendor or management company completed the valuation
of the
property resulting in the REO value (as is).
|
|
REO
value source
|
VARCHAR2(15)
|
BPO=
Broker's Price Opinion
|
Appraisal=Appraisal
|
Name
of vendor or management company that provided the REO value (as
is).
|
|
Repay
first due date
|
DATE(MM/DD/YYYY)
|
|
|
The
due date of the first scheduled payment due under a forbearance
or
repayment plan agreed to by both the mortgagor and
servicer.
|
|
Repay
next due date
|
DATE(MM/DD/YYYY)
|
|
|
The
due date of the next outstanding payment due under a forbearance
or
repayment plan agreed to by both the mortgagor and servicer.
|
D-2-6
|
Repay
plan broken/reinstated/closed date
|
DATE(MM/DD/YYYY)
|
|
|
The
servicer defined date upon which the servicer considers that
the plan is
no longer in effect as a result of plan completion or mortgagor's
failure
to remit payments as scheduled.
|
|
Repay
plan created date
|
DATE(MM/DD/YYYY)
|
|
|
The
date that both the mortgagor and servicer agree to the terms
of a
forbearance or repayment plan.
|
|
SBO
loan number
|
NUMBER(9)
|
|
|
Individual
number that uniquely identifies loan as defined by Aurora Master
Servicing.
|
|
Escrow
balance/advance balance
|
NUMBER(10,2)
|
|
|
The
positive or negative account balance that is dedicated to payment
of
hazard insurance, property taxes, MI, etc. (escrow items
only).
|
|
Title
approval letter received date
|
DATE(MM/DD/YYYY)
|
|
|
The
actual date that the title approval was received as set forth
in the HUD
title approval letter.
|
|
Title
package HUD/VA date
|
DATE(MM/DD/YYYY)
|
|
|
The
actual date that the title package was submitted to either HUD
or
VA.
|
|
VA
claim funds received date
|
DATE(MM/DD/YYYY)
|
|
|
The
actual date that funds were received by the servicer from the
VA for the
expense claim submitted by the servicer.
|
|
VA
claim submitted date
|
DATE(MM/DD/YYYY)
|
|
|
The
actual date that the expense claim was submitted by the servicer
to the
VA.
|
|
VA
first funds received amount
|
NUMBER(15,2)
|
|
|
The
amount of funds received by the servicer from VA as a result
of the
specified bid.
|
|
VA
first funds received date
|
DATE(MM/DD/YYYY)
|
|
|
The
date that the funds from the specified bid were received by the
servicer
from the VA.
|
|
VA
XXX submitted date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the Notice of Election to Convey was submitted to the
VA.
|
|
Zip
Code
|
VARCHAR2(5)
|
|
|
U.S.
postal zip code that corresponds to property
location.
|
D-2-7
|
FNMA
Delinquency status code
|
VARCHAR2(3)
24=Drug
seizure
28=Modification
31=Probate
44=Deed-in-lieu
62=VA
no-bid
65=Ch.
7 bankruptcy
|
09=Forbearance
26=Refinance
29=Charge-off
32=Military
indulgence
49=Assignment
63=VA
Refund
66=Ch.
11 bankruptcy
|
17=Preforeclosure
sale
27=Assumption
30=Third-party
sale
43=Foreclosure
61=Second
lien considerations
64=VA
Buydown
67=Ch.
13 bankruptcy
|
The
code that is electronically reported to FNMA by the servicer
that reflects
the current defaulted status of a loan (i.e.: 65, 67, 43 or
44).
|
|
FNMA
delinquency reason code
|
VARCHAR2(3)
|
001=Death
of principal mtgr
003=Illness
of mtgr's family member
005=Marital
difficulties
007=Excessive
obligations
009=Distant
employee transfer
012=Inability
to sell property
014=Military
service
016=Unemployment
019=Casualty
loss
023=
Servicing problems
027=Payment
dispute
030=Fraud
INC=Incarceration
|
002=Illness
of principal mtgr
004=Death
of mtgr's family member
006=Curtailment
of income
008=Abandonment
of property
011=Property
problem
013=Inability
to rent property
015=Other
017=Business
failure
022=Energy-Environment
costs
026=
Payment adjustment
029=Transfer
ownership pending
031=Unable
to contact borrower
|
The
code that is electronically reported to FNMA by the servicer
that
describes the circumstance that appears to be the primary contributing
factor to the delinquency.
|
|
Suspense
balance
|
NUMBER(10,2)
|
|
|
Money
submitted to the servicer, credited to the mortgagor's account
but not
allocated to principal, interest, escrow, etc.
|
|
Restricted
escrow balance
|
NUMBER(10,2)
|
|
|
Money
held in escrow by the mortgage company through completion of
repairs to
property.
|
|
Investor
number
|
NUMBER
(10,2)
|
|
|
Unique
number assigned to a group of loans in the servicing system.
|
X-0-0
FORM
OF
LOAN LOSS REPORT
|
Final
Report Field Heading
|
Definition
|
Format
|
||
|
Servicer
Cut Off Date
|
Reporting
cycle cut off date
|
DATE(MM/DD/YYYY)
|
||
|
Servicer
Loan Number
|
Individual
number that uniquely identifies loan as defined by
servicer.
|
VARCHAR2(15)
|
||
|
Investor
Loan Number
|
Individual
number that uniquely identifies loan as defined by Aurora Master
Servicing.
|
NUMBER(9)
|
||
|
Servicer
Customer Number
|
Unique
number assigned to each servicer
|
NUMBER(3)
|
||
|
Investor
ID
|
Unique
number assigned to a group of loans in the servicing system.
|
NUMBER
(10,2)
|
||
|
Resolution
Type
|
Description
of the process to resolve the delinquency. Ex. Foreclosure, Short
Sale,
Third Party Sale, Deed In Lieu, etc.
|
VARCHAR2(15)
|
||
|
Resolution
Date
|
Date
the process described in Resolution Type was completed.
|
DATE(MM/DD/YYYY)
|
||
|
Liquidation
Date
|
Date
the loan was liquidated on the servicers servicing system.
|
DATE(MM/DD/YYYY)
|
||
|
REO
Sale Date
|
Actual
date that the sale of the REO property closed escrow.
|
DATE(MM/DD/YYYY)
|
||
|
Title
Date
|
Date
clear title was recorded.
|
DATE(MM/DD/YYYY)
|
||
|
MI
Percent
|
Percent
of coverage provided by the PMI company in the event of loss
on a
defaulted loan.
|
NUMBER(6,5)
|
||
|
First
Legal Date
|
Actual
date that foreclosure counsel filed the first legal action as
defined by
state statute.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
1 Filing Date
|
Actual
date the bankruptcy petition is filed with the court.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
1 Relief Date
|
Actual
date the Discharge, Dismissal or Relief Order is entered in the
bankruptcy
docket.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
2 Filing Date
|
Actual
date the bankruptcy petition is filed with the court.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
2 Relief Date
|
Actual
date the Discharge, Dismissal or Relief Order is entered in the
bankruptcy
docket.
|
DATE(MM/DD/YYYY)
|
D-3-1
|
Final
Report Field Heading
|
Definition
|
Format
|
|
Foreclosure
Fees
|
Amount
paid to the Foreclosure Attorney for performing his
service.
|
NUMBER(10,2)
|
||
|
Foreclosure
Costs
|
Amount
incurred as part of the foreclosure process.
|
NUMBER(10,2)
|
||
|
Bankruptcy
Costs
|
Amount
incurred related to a bankruptcy filing involving the borrower
or subject
property.
|
NUMBER(10,2)
|
||
|
Eviction
Costs
|
Amount
incurred related to the eviction process.
|
NUMBER(10,2)
|
||
|
Appraisal
Costs
|
Amount
incurred to acquire a value for the subject property.
|
NUMBER(10,2)
|
||
|
Preservation
Costs
|
Amount
incurred to preserve and secure the property.
|
NUMBER(10,2)
|
||
|
Utility
Costs
|
Amount
incurred for utilities at the property.
|
NUMBER(10,2)
|
||
|
HOA
Costs
|
Amount
paid to the Home Owners Association to maintain the property
dues.
|
NUMBER(10,2)
|
||
|
Other
Costs
|
Amount
of Miscellaneous Expenses incurred during the default
process.
|
NUMBER(10,2)
|
||
|
Interest
on Advances
|
Interest
paid by HUD/VA or MI on the amounts advanced related to the liquidation
of
the property.
|
NUMBER(10,2)
|
||
|
Hazard
Refunds
|
Amount
of refunds of Hazard Premiums paid.
|
NUMBER(10,2)
|
||
|
Real
Estate Taxes
|
Amount
of any taxes paid during the default process.
|
NUMBER(10,2)
|
||
|
Hazard
Premiums
|
Amount
paid for Hazard Insurance on the property held as collateral
for the
mortgage.
|
NUMBER(10,2)
|
||
|
MI
Premiums
|
Amount
paid for Mortgage Insurance related to the mortgage loan.
|
NUMBER(10,2)
|
||
|
Other
Escrow
|
Miscellaneous
Expenses incurred from the escrow account during the default
process.
|
NUMBER(10,2)
|
||
|
Sales
Proceeds
|
Funds
received in connection with the sale of the property held as
collateral
for the mortgage loan (Positive Number).
|
NUMBER(10,2)
|
||
|
Initial
Claim Proceeds
|
Funds
received in connection with the conveyance of the property to
the insuring
agency (Positive Number).
|
NUMBER(10,2)
|
||
|
Final
Claim Proceeds
|
Claim
funds received from the insuring agency (HUD/VA).
|
NUMBER(10,2)
|
D-3-2
|
Final
Report Field Heading
|
Definition
|
Format
|
|
Other
Proceeds
|
Miscellaneous
funds received in connection with the property held as collateral
for the
mortgage loan (Positive Number).
|
NUMBER(10,2)
|
||
|
Escrow
Balance
|
Any
positive balance remaining in the escrow account.
|
NUMBER(10,2)
|
||
|
Replacement
Reserve Bal
|
Amount
of funds held in the Replacement Reserve account (Positive
Number).
|
NUMBER(10,2)
|
||
|
Restricted
Escrow Bal
|
Amount
of funds held in the Restricted Escrow account.
|
NUMBER(10,2)
|
||
|
Suspense
Balance
|
Amount
of funds held in the Suspense account (Positive Number).
|
NUMBER(10,2)
|
||
|
Servicer
Retained Loss
|
The
total amount of the Gross Final Actual (Loss)/Gain the servicer
will take,
due to Interest/Expense Curtailments by HUD/VA (This would include
Advances not claimed to HUD/VA or MI due to servicer error) (Positive
Number).
|
NUMBER(10,2)
|
D-3-3
EXHIBIT
L
TRANSACTION
PARTIES
|
Trustee:
|
U.S.
Bank National Association
|
|
Securities
Administrator:
|
Xxxxx
Fargo Bank, N.A.
|
|
Master
Servicer:
|
Aurora
Loan Services LLC
|
|
Credit
Risk Manager:
|
Risk
Management Group, LLC
|
|
PMI
Insurer(s):
|
N/A
|
|
Interest
Rate Swap Counterparty:
|
IXIS
Financial Products Inc.
|
|
Interest
Rate Cap Counterparty:
|
IXIS
Financial Products Inc.
|
|
Servicer(s):
|
Xxxxx
Fargo Bank, N.A.
|
|
Originator(s):
|
Xxxxx
Fargo Bank, N.A.
|
|
Custodian(s):
|
Xxxxx
Fargo Bank, N.A.
|
|
Seller:
|
Xxxxxx
Brothers Holdings Inc.
|
L-1
EXHIBIT
M
SERVICING
CRITERIA TO BE ADDRESSED
IN
REPORT
ON ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by Xxxxx Fargo Bank, N.A. shall
address, at a minimum, the criteria identified as below as “Applicable Servicing
Criteria”, as identified by a xxxx in the column titled “Applicable Servicing
Criteria”:
|
Regulation
AB Reference
|
Servicing
Criteria
|
Applicable
Servicing 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
|
M-1
|
Regulation
AB Reference
|
Servicing
Criteria cont.
|
Applicable
Servicing Criteria
|
|
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
|
|
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
|
M-2
|
Regulation
AB Reference
|
Servicing
Criteria cont.
|
Applicable
Servicing Criteria
|
|
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
|
|
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
|
M-3
|
Regulation
AB Reference
|
Servicing
Criteria cont.
|
Applicable
Servicing Criteria
|
|
Pool
Asset Administration cont.
|
||
|
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.
|
M-4
SCHEDULE
I-A
Xxxxx
Fargo Bank, N.A.
[To
be
retained in a separate closing binder entitled “SASCO 2006-WF3 Mortgage Loan
Schedules” at the Washington, DC offices of XxXxx Xxxxxx LLP]
Schedule
I
