RECONSTITUTED SERVICING AGREEMENT
EXECUTION
COPY
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 1st
day of July, 2007, by and between XXXXXX BROTHERS HOLDINGS INC., a Delaware
corporation (the “Seller”), and AMERICAN HOME MORTGAGE CORP., a New York
corporation (the “Servicer”), having an office at 000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxx 00000, and acknowledged by AURORA LOAN SERVICES LLC, a
Delaware limited liability company (“Aurora”), and U.S. BANK NATIONAL
ASSOCIATION, solely in its capacity as Trustee under the Trust Agreement
identified below (in such capacity, the “Trustee”), recites and provides as
follows:
RECITALS
WHEREAS,
Xxxxxx Brothers Bank, FSB (the “Bank”) acquired certain fixed and adjustable
rate, conventional, first lien, residential mortgage loans (the “Mortgage
Loans”) from the Servicer pursuant to the Flow Mortgage Loan Purchase,
Warranties and Servicing Agreement, dated as of May 1, 2007, by and between
the
Bank and the Servicer (the “FPWSA”), which is annexed hereto as Exhibit
B.
WHEREAS,
pursuant to an Assignment and Assumption Agreement, dated as of July 1, 2007
(the “Assignment and Assumption Agreement”) and annexed hereto as Exhibit C, the
Bank 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 FPWSA to the
Seller, and the Seller has accepted such assignment.
WHEREAS,
the Seller has conveyed certain Mortgage Loans identified on Exhibit D hereto
(the “Serviced Mortgage Loans”) to Structured Asset Securities Corporation, a
Delaware special purpose corporation (“SASCO”) pursuant to a Mortgage Loan Sale
and Assignment Agreement dated as of July 1, 2007 (the “Mortgage Loan Sale and
Assignment Agreement”), which in turn has conveyed the Serviced Mortgage Loans
to the Trustee, pursuant to a trust agreement, dated as of July 1, 2007 (the
“Trust Agreement”), among the Trustee, Aurora, as master servicer (together with
any successor master servicer appointed pursuant to the provisions of the Trust
Agreement, the “Master Servicer”), and SASCO.
WHEREAS,
the Mortgage Loans are currently being serviced by the Servicer for the Bank
pursuant to the FPWSA.
WHEREAS,
the Seller desires that the Servicer continue to service the Serviced Mortgage
Loans, and the Servicer has agreed to do so, subject to the rights of the Seller
and the Master Servicer to terminate the rights and obligations of the Servicer
hereunder as set forth herein and to the other conditions set forth
herein.
WHEREAS,
the Seller and the Servicer agree that the provisions of the FPWSA shall apply
to the Serviced Mortgage Loans, but only to the extent provided herein and
that
this Agreement shall govern the Serviced Mortgage Loans for so long as such
Serviced Mortgage Loans remain subject to the provisions of the Trust
Agreement.
WHEREAS,
the Master Servicer and any successor master servicer shall be obligated, among
other things, to supervise the servicing of the Serviced Mortgage Loans on
behalf of the Trust Fund (or Trustee on behalf of the Trust Fund), and shall
have the right under the conditions specified herein to terminate for cause
the
rights and obligations of the Servicer under this Agreement.
WHEREAS,
the Seller and the Servicer intend that each of the Master Servicer and the
Trustee is an intended third party beneficiary of this Agreement as described
in
Section 23 of Exhibit A hereunder.
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth
and
for other good and valuable consideration, the receipt and adequacy of which
are
hereby acknowledged, the Seller and the Servicer hereby agree as
follows:
AGREEMENT
1. Definitions.
Capitalized terms used and not defined in this Agreement, including Exhibit
A
hereto and any provisions of the FPWSA incorporated by reference herein
(regardless of whether such terms are defined in the FPWSA), shall have the
meanings ascribed to such terms in the Trust Agreement.
2. Custodianship.
The
parties hereto acknowledge that Deutsche Bank National Trust Company (the
“Custodian”) will act as custodian of the Serviced Mortgage Files for the
Trustee pursuant to a Custodial Agreement, dated July 1, 2007, between the
Custodian and the Trustee.
3. Servicing.
The
Servicer agrees, with respect to the Serviced Mortgage Loans, to perform and
observe the duties, responsibilities and obligations that are to be performed
and observed under the provisions of the FPWSA, except as otherwise provided
herein and on Exhibit A hereto, and the parties hereto agree that the provisions
of the FPWSA, as so modified, are and shall be a part of this Agreement to
the
same extent as if set forth herein in full.
4. Trust
Cut-off Date.
The
parties hereto acknowledge that by operation of Subsection 4(e) and Subsection
5(a) of the FPWSA, the remittance on August 17, 2007 to the Trust Fund is to
include principal due after July 1, 2007 (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 Subsection 4(c) of the
FPWSA.
5. Master
Servicing; Termination of Servicer.
The
Servicer, including any successor servicer hereunder, shall be subject to the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
ensure that the Servicer services the Serviced Mortgage Loans in accordance
with
the provisions of this Agreement. The Master Servicer, acting on behalf of
the
Trustee and the LXS 2007-15N Trust Fund (the “Trust Fund”) created pursuant to
the Trust Agreement, shall have the same rights as the Bank under the FPWSA
to
enforce the obligations of the Servicer under the FPWSA and the term “Purchaser”
as used in the FPWSA in connection with any rights of the Purchaser shall refer
to the Trust Fund or, as the context requires, the Master Servicer acting in
its
capacity as agent for the Trust Fund, except as otherwise specified in Exhibit
A
hereto. The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement upon the failure of the
Servicer to perform any of its obligations under this Agreement, which failure
results in an Event of Default as provided in Section 28(a) of the FPWSA.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer assume any of the obligations of the Bank under the FPWSA and in
connection with the performance of the Master Servicer’s duties hereunder the
parties and other signatories hereto agree that the Master Servicer shall be
entitled to all of the rights, protections and limitations of liability afforded
to the Master Servicer under the Trust Agreement.
6. No
Representations.
Neither
the Servicer nor the Master Servicer shall be obligated or required to make
any
representations and warranties regarding the characteristics of the Serviced
Mortgage Loans (other than those representations and warranties made by the
Servicer in Section 7 of the FPWSA as of the date of the sale from the Servicer
to the Bank thereunder) in connection with the transactions contemplated by
the
Trust Agreement and issuance of the Certificates issued pursuant
thereto.
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7. Notices.
All
notices and communications between or among the parties hereto (including any
third party beneficiary thereof) or required to be provided to the Trustee
shall
be in writing and shall be deemed received or given when mailed first-class
mail, postage prepaid, addressed to each other party at its address specified
below or, if sent by facsimile or electronic mail, when facsimile or electronic
confirmation of receipt by the recipient is received by the sender of such
notice. Each party may designate to the other parties in writing, from time
to
time, other addresses to which notices and communications hereunder shall be
sent.
All
notices required to be delivered to the Master Servicer under this Agreement
shall be delivered to the Master Servicer at the following address:
Aurora
Loan Services LLC
00000
Xxxx Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attn:
Xxxxxxx
Xxxx - Master Servicing
LXS
0000-00X
Tel: (000)
000-0000
Fax: (000)
000-0000
All
remittances required to be made by the Servicer with respect to the Mortgage
Loans shall be made to the Master Servicer at the following wire
account:
Bank
of
New York
ABA#:
000-000-000
Account
Name: Aurora
Loan Services LLC,
Master
Servicing Payment Clearing Account
Account
Number: 8900620730
Beneficiary:
Aurora Loan Services LLC
For
further credit to: LXS 2007-15N
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
0
Xxxxxxx
Xxxxxx
Xxxxxx,
X.X. 00000
Reference:
LXS
2007-15N
Attention: Corporate
Trust Services
Telephone: (000)
000-0000
Telecopier: (000)
000-0000
All
notices required to be delivered to the Seller hereunder shall be delivered
to
the Seller at the following address:
3
Xxxxxx
Brothers Holdings Inc.
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Contract Finance - Xxxxxx Xxxxxx
Telephone:
(000) 000-0000
E-mail:
xxxxxxx@xxxxxx.xxx
With
a
copy to:
Dechert
LLP
0000
Xxxx
Xxxxxx
Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000
Attention:
Xxxxxx X. Xxxxxxx, Esq.
All
notices required to be delivered to the Servicer hereunder shall be delivered
to
the address of its office as set forth in the first paragraph of this
Agreement.
8. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
(OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
9. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original, but all of which counterparts shall
together constitute but one and the same instrument.
10. NIMS
Insurer.
In
addition to the terms and conditions set forth in this Agreement, any and all
rights of the Master Servicer and Trustee to receive notices from the Servicer
pursuant to this Agreement shall hereby be equally granted to the NIMS Insurer.
The Master Servicer or the Trustee shall notify the Servicer in writing of
the
name and address of the NIMS insurer and the name and telephone number of the
appropriate contact employee of the NIMS Insurer. For any and all obligations
of
the Servicer to obtain consent from the Master Servicer and the Trustee pursuant
to this Agreement, the Servicer must also obtain such consent from the NIMS
Insurer. Notwithstanding any other provision in this Agreement, the Trust Fund
shall hold harmless and indemnify the Servicer for any failure of the NIMS
Insurer to comply with the provisions of this Agreement. Notwithstanding any
provision herein to the contrary, the parties to this Agreement agree that
it is
appropriate, in furtherance of the intent of such parties as set forth herein,
that the NIMS Insurer receive the benefit of the provisions of this Agreement
as
an intended third party beneficiary of this Agreement to the extent of such
provisions. The Servicer shall have the same obligations to the NIMS Insurer
as
if it was a party to this Agreement, and the NIMS Insurer shall have the same
rights and remedies to enforce the provisions of this Agreement as if it was
a
party to this Agreement. The parties hereto agree to cooperate in good faith
to
amend this Agreement in accordance with the terms hereof to include such other
provisions as may be reasonably requested by the NIMS Insurer; provided,
however, that unless the Servicer otherwise agrees, the NIMS Insurer shall
not
be permitted to change any Event of Default or termination provision of the
FPWSA or this Agreement . Notwithstanding the foregoing, all rights of the
NIMS
Insurer set forth in this Agreement shall exist only so long as the NIM
Securities issued pursuant to the NIMS Transaction remain outstanding or the
NIMS Insurer is owed amounts in respect of its guarantee of payment on such
NIM
Securities.
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NIM
Security shall mean any net interest margin security issued by an owner trust
or
special purpose entity that is holding all rights, title and interest in and
to
the Class X or Class P Certificates issued by the Trust Fund.
NIMS
Insurer shall mean collectively, any insurance companies issuing a financial
guaranty insurance policy covering certain payments to be made on NIM Securities
pursuant to a NIMS Transaction.
NIMS
Transaction shall mean any transaction in which NIM Securities are secured,
in
part, by the payments on the Class X or Class P Certificates issued by the
Trust
Fund.
11. Distressed
Mortgage Loans.
The
NIMS Insurer may, at its option, purchase a Distressed Mortgage Loan;
provided,
however,
prior
to any such purchase, the Servicer shall be required to continue to make Monthly
Advances with respect to such Distressed Mortgage Loans, to the extent required
by the applicable servicing provisions in the FPWSA. Any such purchase shall
be
accomplished by: (A) remittance to the Master Servicer of the Purchase Price
(as
defined in the Trust Agreement) for the Distressed Mortgage Loan for deposit
into the Collection Account established by the Master Servicer pursuant to
the
Trust Agreement, and (B) the NIMS Insurer’s (i) acknowledgment and agreement to
retain Servicer, as the servicer for any such purchased Distressed Mortgage
Loan, to service such Distressed Mortgage Loan pursuant to the provisions of
the
FPWSA, and (ii) assumption, for the benefit of the Servicer, the rights and
obligations of the Trust Fund as owner of such purchased Distressed Mortgage
Loans pursuant to the FPWSA. The Trustee and the Servicer shall immediately
effectuate the conveyance of the purchased Distressed Mortgage Loans to the
NIMS
Insurer exercising the purchase option, including prompt delivery of the
Servicing File and all related documentation to the applicable NIMS Insurer.
A
Distressed Mortgage Loan is as of any Determination Date a Mortgage Loan that
is
delinquent in payment for a period of ninety (90) days or more, without giving
effect to any grace period permitted by the related Mortgage Loan, or for which
the Servicer or Trustee has accepted a deed in lieu of foreclosure.
[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
5
Executed
as of the day and year first above written.
XXXXXX
BROTHERS HOLDINGS INC.,
as
Seller
By:
Name:
Xxxxx Xxxxxxx
Title:
Authorized Signatory
AMERICAN
HOME MORTGAGE CORP.
as
Servicer
By:
Name:
Title:
Acknowledged
By:
AURORA
LOAN SERVICES LLC,
as
Master
Servicer
By:
Name:
Xxxxxxx
Xxxx
Title:
Senior Vice President
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U.S.
BANK NATIONAL ASSOCIATION
as
Trustee and not individually
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By:___________________
Name:
Title:
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EXHIBIT
A
Modifications
to the Flow Mortgage Loan Purchase, Warranties and Servicing
Agreement
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1.
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The
definition of “Eligible Investments” in Section 1 is hereby amended and
restated in its entirety to read as
follows:
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“Eligible
Investments”:
Any
one or more of the obligations and securities listed below which investment
provides for a date of maturity not later than the Determination Date in each
month:
(i) direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
(ii) federal
funds, or demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories and the Trustee or any agent of the
Trustee, acting in its respective commercial capacity) incorporated or organized
under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking authorities, so
long
as at the time of investment or the contractual commitment providing for such
investment the commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one of its
two highest long-term rating categories;
(iii) repurchase
agreements collateralized by Direct Obligations or securities guaranteed by
Xxxxxx Mae, Xxxxxx Xxx or Xxxxxxx Mac with any registered broker/dealer subject
to Securities Investors’ Protection Corporation jurisdiction or any commercial
bank insured by the FDIC, if such broker/dealer or bank has an uninsured,
unsecured and unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which have
a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to one
of
the two highest long-term credit rating categories of each Rating Agency;
provided, however, that securities issued by any particular corporation will
not
be Eligible Investments to the extent that investment therein will cause the
then outstanding principal amount of securities issued by such corporation
and
held as part of the Trust Fund to exceed 20% of the sum of the aggregate
principal balance of the Mortgage Loans; provided, further, that such securities
will not be Eligible Investments if they are published as being under review
with negative implications from any Rating Agency;
A-1
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 180 days after the date of issuance thereof) rated by each Rating Agency
in
its highest short-term rating category;
(vi) a
Qualified GIC;
(vii) certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(viii) any
other
demand, money market, common trust fund or time deposit or obligation, or
interest-bearing or other security or investment, (A) rated in the highest
rating category by each Rating Agency or (B) that would not adversely affect
the
then current rating by each Rating Agency of any of the Certificates and has
a
short term rating of at least “A-1” or its equivalent by each Rating Agency.
Such investments in this subsection (viii) may include money market mutual
funds
or common trust funds, including any fund for which the Trustee, the Master
Servicer or an affiliate thereof serves as an investment advisor, administrator,
shareholder servicing agent, and/or custodian or subcustodian, notwithstanding
that (x) the Trustee, the Master Servicer or an affiliate thereof charges and
collects fees and expenses from such funds for services rendered, (y) the
Trustee, the Master Servicer or an affiliate thereof charges and collects fees
and expenses for services rendered pursuant to this Agreement, and (z) services
performed for such funds and pursuant to this Agreement may converge at any
time; provided, however, that no such instrument shall be an Eligible Investment
if such instrument evidences either (i) a right to receive only interest
payments with respect to the obligations underlying such instrument, or
(ii) both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments with respect
to such instrument provide a yield to maturity of greater than 120% of the
yield
to maturity at par of such underlying obligations.
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2.
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A
definition of “Xxxxxx Mae” is hereby added to Section 1 to immediately
follow the definition of “Xxxxxxx Mac Guides,” to read as
follows:
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“Xxxxxx
Mae”:
The
Government National Mortgage Association, or any successor thereto.
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3.
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The
definition of “Mortgage Loan” in Section 1 is hereby amended and restated
in its entirety to read as follows:
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“Mortgage
Loan”:
An
individual servicing retained Mortgage Loan which has been purchased from the
Seller by Xxxxxx Brothers Bank, FSB and is subject to this Agreement being
identified on the Mortgage Loan Schedule to this Agreement, which Mortgage
Loan
includes without limitation the Mortgage Loan documents, the monthly reports,
Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition Proceeds and all other rights, benefits, proceeds
and
obligations arising from or in connection with such Mortgage Loan.
A-2
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4.
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The
definition of “Mortgage Loan Schedule” in Section 1 is hereby amended and
restated in its entirety to read as
follows:
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“Mortgage
Loan Schedule”:
The
schedule of Mortgage Loans attached as Exhibit D to this Agreement setting
forth
certain information with respect to the Mortgage Loans purchased from the Seller
by Xxxxxx Brothers Bank, FSB pursuant to the FPWSA.
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5.
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The
definition of “Qualified Depository” in Section 1 is hereby amended and
restated in its entirety to read as
follows:
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“Qualified
Depository”:
Any of
(i) a federal or state-chartered depository institution the accounts of which
are insured by the FDIC and whose commercial paper, short-term debt obligations
or other short-term deposits are rated at least “A-1+” by Standard & Poor’s
if the deposits are to be held in the account for less than 30 days, or whose
long-term unsecured debt obligations are rated at least “AA-” by Standard &
Poor’s if the deposits are to be held in the account for more than 30 days, or
(ii) the corporate trust department of a federal or state-chartered depository
institution subject to regulations regarding fiduciary funds on deposit similar
to Title 12 of the Code of Federal Regulations Section 9.10(b), which, in either
case, has corporate trust powers, acting in its fiduciary capacity, or (iii)
Xxxxxx Brothers Bank, FSB, a federal savings bank.
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6.
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A
new definition of “Qualified GIC” is hereby added to Section 1 to
immediately follow the definition of “Qualified Depository”, to read as
follows:
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“Qualified
GIC”:
A
guaranteed investment contract or surety bond providing for the investment
of
funds in the Custodial Account and insuring a minimum, fixed or floating rate
of
return on investments of such funds, which contract or surety bond
shall:
(a) be
an
obligation of an insurance company or other corporation whose long-term debt
is
rated by each Rating Agency in one of its two highest rating categories or,
if
such insurance company has no long-term debt, whose claims paying ability is
rated by each Rating Agency in one of its two highest rating categories, and
whose short-term debt is rated by each Rating Agency in its highest rating
category;
(b) provide
that the Seller may exercise all of the rights under such contract or surety
bond without the necessity of taking any action by any other
Person;
(c) provide
that if at any time the then current credit standing of the obligor under such
guaranteed investment contract is such that continued investment pursuant to
such contract of funds would result in a downgrading of any rating of the
Seller, the Seller shall terminate such contract without penalty and be entitled
to the return of all funds previously invested thereunder, together with accrued
interest thereon at the interest rate provided under such contract to the date
of delivery of such funds to the Trustee;
(d) provide
that the Seller’s interest therein shall be transferable to any successor
servicer or the Master Servicer hereunder; and
A-3
(e) provide
that the funds reinvested thereunder and accrued interest thereon be returnable
to the Custodial Account, as the case may be, not later than the Business Day
prior to any Determination Date.
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7.
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The
definition of “Remittance Date” in Section 1 is hereby amended and
restated in its entirety to read as
follows:
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“Remittance
Date”:
The
18th
day of
each calendar month (or if such 18th
day is
not a Business Day, the first Business Day immediately preceding).
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8.
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The
definition of “Servicing Fee Rate” in Section 1 is amended in its entirety
to read:
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“Servicing
Fee Rate”:
0.375%
per annum.
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9.
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The
parties acknowledge that Section 2(a) (Conveyance of Mortgage Loans;
Possession of Mortgage Files) and Section 2(b) (Books and Records)
shall
be inapplicable to this Agreement.
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10.
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The
parties acknowledge that Section 2(c) (Delivery of Mortgage Loan
Documents) shall be superseded by the provisions of the related Custodial
Agreement.
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11.
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Section
4(a) (Seller to Act as Servicer) is hereby amended by adding the
following
to the end of the second paragraph of such
section:
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Promptly
after the execution of any assumption, modification, consolidation or extension
of any Mortgage Loan, the Seller shall forward to the Master Servicer copies
of
any documents evidencing such assumption, modification, consolidation or
extension. Notwithstanding anything to the contrary contained in the Interim
Servicing Agreement, the Seller shall not make or permit any modification,
waiver or amendment of any term of any Mortgage Loan that would cause any REMIC
created under the Trust Agreement to fail to qualify as a REMIC or result in
the
imposition of any tax under Section 860F(a) or Section 860G(d) of the
Code.
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12.
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The
first sentence of Section 4(d) (Establishment of and Deposits to
Custodial
Account) is hereby amended by:
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replacing
the words “Xxxxxx Brothers Bank, FSB, purchaser of Conventional Residential
Adjustable and Fixed Rate Mortgage Loans, Group No. 2007-FLOW” with the words
“the LXS 2007-15N Trust Fund”.
13. Section
4(e) (Permitted
Withdrawals From Custodial Account) is hereby amended by deleting the word
“and”
at the end of clause (ix), by replacing the period at the end of clause (x)
with
a semicolon and by adding the following new clauses (xi) and (xii):
(xi) to
invest
funds in the Custodial Account in Eligible Investments in accordance with
Section 4(i); and
(xii) to
transfer funds to another Qualified Depository in accordance with Section 4(i)
hereof.
A-4
14. Section
4(f) (Establishment
of and Deposits to Escrow Account) is hereby amended by replacing the words
“Xxxxxx Brothers Bank, FSB, purchaser of Conventional Residential Adjustable
and
Fixed Rate Mortgage Loans, Group No. 2007-FLOW, and various Mortgagors” with
“the LXS 2007-15N Trust Fund.”
15. Section
4(o) (Maintenance
of PMI and/or LPMI Policy; Claims) is hereby amended by adding the following
sentence to the end of clause (i):
The
Seller will notify the Master Servicer and Xxxxxx Brothers Holdings in the
event
that
any
related PMI or LPMI Policy is terminated.
16. Section
4(p) (Title,
Management and Disposition of REO Property) is hereby amended by:
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(i)
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replacing
the word “Purchaser” in the third paragraph, in each instance, with the
words “Master Servicer”;
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(ii)
|
adding
the following sentence to the end of the third
paragraph:
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Notwithstanding
anything herein to the contrary, the Seller shall not be required to provide
financing for the sale of any REO Property.
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(iii)
|
replacing
the word “Purchaser” in the sixth paragraph, in each instance, with the
words “Master Servicer”;
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(iv)
|
replacing
the phrase “two (2)” in the last sentence of the sixth paragraph with the
phrase “three (3)”;
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(v)
|
adding
the following paragraph to the end of such Section
4(p):
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Notwithstanding
any other provisions of this Agreement, no REO Property acquired by the trust
fund provided for in the Trust Agreement shall be rented (or allowed to continue
to be rented) or otherwise used, held or disposed of by or on behalf of such
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 Internal Revenue Code of 1986, as amended (the
“Code”), or (ii) subject any REMIC provided for in the Trust Agreement to the
imposition of any federal income taxes on income earned from such REO Property,
including any taxes imposed by reason of Sections 860F or 860G of the Code,
unless the Seller
has agreed to indemnify and hold harmless the trust fund provided for in the
Trust Agreement with respect to the imposition of any such taxes.
17. Section
5(b) (Statements
to the Purchaser) is hereby amended by replacing the last paragraph of such
Section 5(b) in its entirety with the following paragraph:
Beginning
with calendar year 2008, the Seller shall prepare and file any and all tax
returns, information statements or other filings for the portion of the tax
year
2007 and the portion of subsequent tax years for which the Seller has serviced
some or all of the Mortgage Loans hereunder as such returns, information
statements or other filings are required to be delivered to any governmental
taxing authority or to the Master Servicer pursuant to any applicable law with
respect to the Mortgage Loans and the transactions contemplated hereby. In
addition, the Seller shall provide the Master Servicer with such information
concerning the Mortgage Loans as is necessary for the Master Servicer to prepare
the Trust Fund’s federal income tax return as the Master Servicer may reasonably
request from time to time.
A-5
18. Section
6(r) (Regulation
AB) is hereby amended by replacing clause (vii) of subsection (i) with the
following:
there
are
no affiliations or relationships required to be disclosed under Item 1119
between the Seller and any of the parties listed on Exhibit G
hereto.
|
19.
|
Section
9(a) (Indemnification) is hereby amended by adding “, Trust Fund,
Depositor, Trustee and Master Servicer” after the word “Purchaser” in the
first sentence.
|
|
20.
|
Section
21 (Successors and Assigns; Assignment of Purchase Agreement; Resignation)
is hereby amended by adding the following new paragraph to the
end of such
section:
|
In
the
event of such assignment by the Seller, the Seller shall provide the Trustee
and
the Master Servicer with a written statement guaranteeing the successor entity's
performance of the Seller's obligations under the Agreement.
|
21.
|
A
new Section 31 (Intended Third Party Beneficiaries) is hereby added
to
read as follows:
|
Section
31. Intended
Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties to this
Agreement agree that it is appropriate, in furtherance of the intent of such
parties as set forth herein, that the Master Servicer and the Trustee receive
the benefit of the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such provisions. The Seller
shall have the same obligations to the Master Servicer and the Trustee as if
they were parties to this Agreement, and the Master Servicer and the Trustee
shall have the same rights and remedies to enforce the provisions of this
Agreement as if they were parties to this Agreement. The Seller shall only
take
direction from the Master Servicer (if direction by the Master Servicer is
required under this Agreement) unless otherwise directed by this Agreement.
Notwithstanding the foregoing, all rights and obligations of the Master Servicer
and the Trustee hereunder (other than the right to indemnification) shall
terminate upon termination of the Trust Agreement and of the Trust Fund pursuant
to the Trust Agreement.
|
22.
|
A
new Section 32 (Acknowledgement) is hereby added to read as
follows:
|
Section
32. Acknowledgement.
The
Seller hereby acknowledges that the rights of Xxxxxx Brothers Bank, FSB under
the Servicing Agreement, as amended by this Agreement, will be assigned to
SASCO
under the Mortgage Loan Sale and Assignment Agreement, and subsequently to
the
Trust Fund under the Trust Agreement and agrees that the Mortgage Loan Sale
and
Assignment Agreement and the Trust Agreement will constitute an assignment
and
assumption of the rights of Xxxxxx Brothers Bank, FSB under the Servicing
Agreement to SASCO and the Trust Fund, as applicable. In addition, the Trust
Fund will make a REMIC election. The Seller hereby consents to such assignment
and assumption and acknowledges the Trust Fund’s REMIC election.
A-6
EXHIBIT
B
Flow
Mortgage Loan Purchase, Warranties and Servicing Agreement
See
Exhibit 99.5
B-1
EXHIBIT
C
Assignment
and Assumption Agreement
[Intentionally
Omitted]
C-1
EXHIBIT
D
Mortgage
Loan Schedule
[Intentionally
Omitted]
D-1
EXHIBIT
E-1
[RESERVED]
E-1-1
EXHIBIT
E-2
[RESERVED]
E-2-1
EXHIBIT
F
[RESERVED]
F-1
EXHIBIT
G
TRANSACTION
PARTIES
Trustee:
U.S. Bank National Association
Securities
Administrator: N/A
Master
Servicer: Aurora Loan Services LLC
Interest
Rate Swap and Cap Counterparty: HSBC Bank USA, National Association
Certificate
Insurer: Ambac Insurance Corporation
Deferred
Interest Rate Cap Counterparty: Xxxxxx Brothers Special Financing
Inc.
Servicer(s):
Aurora Loan Services LLC, GreenPoint Mortgage Funding, Inc., American Home
Mortgage Corp., Bank of America, National Association, IndyMac Bank F.S.B.,
Residential Funding Company, LLC, Countrywide Home Loans Servicing LP, SunTrust
Mortgage Inc. and GMAC Mortgage, LLC
Originator(s):
GreenPoint Mortgage Funding, Inc., American Home Mortgage Corp., Bank of
America, National Association, IndyMac Bank F.S.B., Residential Funding Company,
LLC, Countrywide Home Loans, Inc., Quicken Loans Inc., Xxxxxx Brothers Bank,
FSB
and SunTrust Mortgage Inc.
Custodian:
U.S. Bank National Association, Deutsche Bank National Trust Company, LaSalle
Bank National Association, and Xxxxx Fargo Bank, N.A.
Seller:
Xxxxxx Brothers Holdings Inc.
G-1
