RECONSTITUTED SERVICING AGREEMENT
EXECUTION
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” or “Xxxxxx Holdings”) and SUNTRUST MORTGAGE, INC., a
Virginia corporation (the “Servicer”), and acknowledged by AURORA LOAN SERVICES
LLC, a Delaware limited liability company (“Aurora”) and U.S. BANK NATIONAL
ASSOCIATION, a national banking association as trustee (the “Trustee”) under the
Trust Agreement defined below, recites and provides as follows:
RECITALS
WHEREAS,
the Servicer currently services mortgage loans (the “Mortgage Loans”) owned by
Xxxxxx Brothers Bank, FSB (“Xxxxxx Brothers Bank”) pursuant to (i) a Flow
Purchase, Warranties and Servicing Agreement between Xxxxxx Brothers Bank,
as
the Purchaser, and the Servicer, as the Company, dated as of March 1, 2005
(for
Conventional Residential Fixed and Adjustable Rate First and Second Lien
Mortgage Loans, Group No. 2005-FLOW) (hereinafter, the “Underlying FPWSA”), as
amended by that certain Amendment
Reg AB dated as of December 20, 2005
(the
“Amendment Reg AB”) and Amendment No. 2 dated as of July 1, 2007 (“Amendment No.
2”, and together with the Amendment Reg AB and the Underlying FPWSA, the
“FPWSA”) and annexed hereto as Exhibit B and (ii) a Master Servicing Agreement
by and between Centre Capital Group and Crestar dated as of February 1, 2000
(the “Crestar Servicing Agreement”).
WHEREAS,
to facilitate this reconstitution, the Seller and the Servicer desire that
the
servicing of the Mortgage Loans identified on Exhibit E hereto, which mortgage
loans are currently serviced under the Crestar Servicing Agreement or the
FPWSA,
will be governed by the terms of the FPWSA, as modified by the terms of this
Agreement.
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,
Xxxxxx Brothers Bank has assigned all of its rights, title and interest in
the
Mortgage Loans to the Seller, and the Seller has accepted such
assignment.
WHEREAS,
the Seller has conveyed the 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”), and SASCO in turn has conveyed
the Mortgage Loans to the Trustee, pursuant to a trust agreement dated as
of
July 1, 2007 (the “Trust Agreement”), among the Trustee, Aurora Loan Services
LLC, as master servicer (together with any successor master servicer appointed
pursuant to the provisions of the Trust Agreement, the “Master Servicer”) and
SASCO, as depositor.
WHEREAS,
the Seller desires that the Servicer service all of the Mortgage Loans pursuant
to the FPWSA, 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 Mortgage Loans, but only to the extent provided herein and that this
Agreement shall govern the Mortgage Loans for so long as such Mortgage Loans
remain subject to the provisions of the Trust Agreement.
WHEREAS,
the Master Servicer and any successor master servicer shall be obligated,
among
other things, to supervise the servicing of the Mortgage Loans on behalf
of the
Trustee, and shall have the right, under certain circumstances, to terminate
the
rights and obligations of the Servicer under this Agreement.
WHEREAS,
the Seller and the Servicer intend that each of the Master Servicer and the
Trustee is an intended third party beneficiary of this Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth
and
for other good and valuable consideration, the receipt and adequacy of which
are
hereby acknowledged, the Seller and the Servicer hereby agree as
follows:
AGREEMENT
1. Definitions.
Capitalized terms used and not defined in this Agreement, including Exhibit
A
hereto, shall have the meanings ascribed to such terms in the Trust
Agreement.
2. Custodianship.
The
parties hereto acknowledge that each of LaSalle Bank National Association,
and
U.S. Bank National Association will act as a custodian of the Serviced
Mortgage
Files
for the Trustee pursuant to a Custodial Agreement, dated as of July 1, 2007,
between each such 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 FPWSA, except as otherwise provided herein and
on
Exhibit A hereto, and 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 Section 5.05 and Section
6.01 of
the FPWSA, the remittance on August 20, 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 clauses (b), (c) and (d)
of
Section 6.01 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 Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Trustee and the LMT 2007-7 Trust Fund (the “Trust Fund”) created pursuant to the
Trust Agreement, shall have the same rights as the Seller under the FPWSA
as to
the Mortgage Loans 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 Article
X
of the FPWSA. Notwithstanding anything herein to the contrary, in no event
shall
the Master Servicer assume any of obligations of the Seller 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.
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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 4.01 of the FPWSA) in connection with the transactions contemplated
by
the Trust Agreement and issuance of the Certificates issued pursuant
thereto.
7. Notices.
All
notices and communications between or among the parties hereto (including
any
third party beneficiary thereof) or required to be provided to the Trustee
on
behalf of the Trust Fund shall be in writing and shall be deemed received
or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient
is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All
notices required to be delivered to the Master Servicer under this Agreement
shall be delivered to the Master Servicer at the following address:
Aurora
Loan Services LLC
00000
Xxxx Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxxxx Xxxx
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:
The
Bank
of New York
ABA#:
000-000-000
Account
Name: Aurora Loan Services LLC,
Master
Servicing Payment Clearing Account
Account
Number: 8900620730
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Beneficiary:
Aurora Loan Services LLC
For
further credit to: LMT 2007-7
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
Attention:
Structured Finance - LMT 2007-7
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
notices required to be delivered to the Seller hereunder shall be delivered
to
the Seller at the following address:
Xxxxxx
Brothers Holdings Inc.
000
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Mortgage Finance, LMT 2007-7
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
notices required to be delivered to the Servicer hereunder shall be delivered
to
the Servicer at the following address:
SunTrust
Mortgage, Inc.
0000
Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attn:
Vice President - Investor Services
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
With
a
copy to:
SunTrust
Mortgage, Inc.
000
Xxxxxx Xxxxxx, XXX-0000
Xxxxxxxx,
Xxxxxxxx 00000
Attn:
Counsel - Capital Markets
8. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
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9. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original, but all of which counterparts
shall
together constitute but one and the same instrument.
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Executed
as of the day and year first above written.
XXXXXX
BROTHERS HOLDINGS INC.,
as
Seller
By:/s/
Xxxxx
X.
Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
Authorized Signatory
SUNTRUST
MORTGAGE, INC.,
as
Servicer
By:/s/
Xxxxxx
X.
Xxxxxxxx
Name:
Xxxxxx X. Xxxxxxxx
Title:
Vice President
Acknowledged:
AURORA
LOAN SERVICES LLC,
as
Master
Servicer
By:
/s/ Xxxxxxx Xxxx
Name:
Xxxxxxx Xxxx
Title:
Vice President
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee
By:/s/
Xxxxx
Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
Vice President
EXHIBIT
A
Modifications
to the FPWSA
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1.
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Unless
otherwise specified herein, any provisions of the FPWSA relating
to (i)
representations and warranties relating to the Mortgage Loans and
not
relating to the servicing of the Mortgage Loans, (ii) Mortgage
Loan
repurchase obligations, (iii) Whole Loan and Pass-Through Transfers
and
Reconstitutions, and (iv) Assignments of Mortgage, shall be disregarded
for purposes relating to this Agreement. The exhibits to the FPWSA
and all
references to such exhibits shall also be disregarded, and any
references
in the language inserted or substituted in the FPWSA pursuant to
the
provisions hereof to any exhibit shall be deemed to be references
to the
corresponding exhibit to this Agreement. Any capitalized terms
used in the
language inserted or substituted in the FPWSA pursuant to the provisions
hereof and not otherwise defined in such inserted or substituted
language
or in the FPWSA shall have the meaning given to such terms in this
Agreement, and any references in such inserted or substituted language
to
“this Agreement” shall be deemed to be references to this
Agreement.
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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 all applicable state, federal and local
laws; provided, further, that, unless otherwise specified in this Agreement,
such mortgage servicing practices shall be undertaken in accordance with
the
provisions of the Xxxxxx Mae Guides.
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3.
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The
definition of “Business Day” in Article I is hereby amended in its
entirety to read as follows:
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“Business
Day”:
Any
day other than (i) a Saturday or Sunday, or (ii) a day on which banking and
savings and loan institutions in the State of New York, the State of Maryland,
the State of Colorado and the State of Minnesota are authorized or obligated
by
law or executive order to be closed.
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4.
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The
definition of “Custodial Agreement” in Article I is hereby amended in its
entirety to read as follows:
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“Custodial Agreement”:
Each
such Custodial Agreement dated July 1, 2007, between each of LaSalle Bank
National Association and U.S. Bank National Association, each as custodian,
and
the Trustee.
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5.
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The
definition of “Custodian” in Article I is hereby amended in its entirety
to read as follows:
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“Custodian”:
Each
of LaSalle Bank National Association and U.S. Bank National
Association.
A-1
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6.
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The
definition of “Eligible Investments” in Article I is hereby amended 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
GNMA, Xxxxxx Xxx or Xxxxxxx Mac with any registered broker/dealer subject
to
Securities Investors’ Protection Corporation jurisdiction or any commercial bank
insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured
and unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which
have a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to one
of
the two highest long-term credit rating categories of each Rating Agency;
provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held as part of the Trust
Fund to exceed 20% of the sum of the aggregate principal balance of the Mortgage
Loans; provided, further, that such securities will not be Eligible Investments
if they are published as being under review with negative implications from
any
Rating Agency;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than 180 days after the date of issuance thereof) rated by each Rating Agency
in
its highest short-term rating category;
(vi) a
Qualified GIC;
(vii) certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
A-2
(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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7.
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The
definition of “GNMA” in Article I is hereby added to Article I to
immediately follow the definition of “Xxxxxxx
Mac”:
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“GNMA”:
The
Government National Mortgage Association, or any successor thereto.
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8.
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The
definition of “Monthly Advance” in Article I is hereby amended in its
entirety to read as follows:
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“Monthly
Advance”:
With
respect to each Remittance Date and each Mortgage Loan, an amount equal to
the
Monthly Payment (with the interest portion of such Monthly Payment adjusted
to
the Mortgage Loan Remittance Rate) that was due on the Mortgage Loan on the
Due
Date in the related Due Period, and that (i) was delinquent at the close
of
business on the related Determination Date and (ii) was not the subject of
a
previous Monthly Advance, but only to the extent that such amount is expected,
in the reasonable judgment of the Servicer, to be recoverable from collections
or other recoveries in respect of such Mortgage Loan. To
the
extent that the Servicer determines that any such amount is not recoverable
from
collections or other recoveries in respect of such Mortgage Loan, such
determination shall be evidenced by a certificate of a Servicing Officer
delivered to the Master Servicer setting forth such determination and the
procedures and considerations of the Servicer forming the basis of such
determination, which shall include a copy of any BPO and any other information
or reports obtained by the Servicer which may support such
determinations.
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9.
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The
definition of “Mortgage Loan” in Article I is hereby amended in its
entirety to read as follows:
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“Mortgage
Loan”:
An
individual servicing retained Mortgage Loan which has been sold by the Seller
to
SASCO 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, any periodic reports required by this Agreement
with
respect to such Mortgage Loan, Principal Prepayments, Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds and all
other rights, benefits, proceeds and obligations arising from or in connection
with such Mortgage Loan.
A-3
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10.
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The
definition of “Mortgage Loan Schedule” in Article I is hereby amended in
its entirety to read as follows:
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“Mortgage
Loan Schedule”:
The
schedule of Mortgage Loans setting forth certain information with respect
to the
Mortgage Loans which were sold by the Seller to SASCO, which Mortgage Loan
Schedule is attached as Exhibit E to this Agreement.
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11.
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The
definition of “Prepayment Interest Shortfall Amount” in Article I is
hereby amended in its entirety to read as
follows:
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Prepayment
Interest Shortfall Amount:
With
respect to any Mortgage Loan that was subject to a voluntary (not including
discounted payoffs) Principal Prepayment in full or in part during any Due
Period, which Principal Prepayment was applied to such Mortgage Loan prior
to
such Mortgage Loan’s Due Date in such Due Period, the amount of interest (net of
the related Servicing Fee for Principal Prepayments in full only) that would
have accrued on the amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment was applied
to such
Mortgage Loan and ending on the day immediately preceding such Due Date,
inclusive.
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12.
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The
definition of “Qualified Depository” in Article I is hereby amended 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;
provided,
that
following a downgrade, withdrawal or suspension of such institution’s ratings
below such ratings set forth above, each account shall promptly (and in any
case
within not more than 60 calendar days) be transferred to accounts which have
the
required ratings, 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; provided,
that
following a downgrade, withdrawal or suspension of such institution’s short-term
rating below “A-2”, each account shall promptly (and in any case not more than
30 calendar days) be transferred to accounts that have the required
ratings.
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13.
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The
definition of “Qualified GIC” is hereby added to Article I to immediately
follow the definition of “Qualified Depository”, to read as
follows:
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“Qualified
GIC”:
A
guaranteed investment contract or surety bond providing for the investment
of
funds in the Custodial Account and insuring a minimum, fixed or floating
rate of
return on investments of such funds, which contract or surety bond
shall:
(a) be
an
obligation of an insurance company or other corporation whose long-term debt
is
rated by each Rating Agency in one of its two highest rating categories or,
if
such insurance company has no long-term debt, whose claims paying ability
is
rated by each Rating Agency in one of its two highest rating categories,
and
whose short-term debt is rated by each Rating Agency in its highest rating
category;
A-4
(b) provide
that the Servicer may exercise all of the rights under such contract or surety
bond without the necessity of taking any action by any other
Person;
(c) provide
that if at any time the then current credit standing of the obligor under
such
guaranteed investment contract is such that continued investment pursuant
to
such contract of funds would result in a downgrading of any rating of the
Servicer, the Servicer shall terminate such contract without penalty and
be
entitled to the return of all funds previously invested thereunder, together
with accrued interest thereon at the interest rate provided under such contract
to the date of delivery of such funds to the Trustee;
(d) provide
that the Servicer’s interest therein shall be transferable to any successor
Servicer or the Master Servicer hereunder; and
(e) provide
that the funds reinvested thereunder and accrued interest thereon be returnable
to the Custodial Account, as the case may be, not later than the Business
Day
prior to any Determination Date.
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14.
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The
definition of “Servicing Fee” in Article I is hereby amended in its
entirety to read as follows:
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“Servicing
Fee”:
An
amount equal to one-twelfth the product of (a) the Servicing Fee Rate and
(b)
the outstanding principal balance of the Mortgage Loan. The Servicing Fee
is
payable solely from the interest portion (including recoveries with respect
to
interest from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds
and REO Disposition Proceeds) of such Monthly Payment collected by the Servicer
or as otherwise provided under this Agreement.
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15.
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The
parties acknowledge that the third paragraph of Section 2.03 (Custodial
Agreement; Delivery of Documents) shall be inapplicable to this
Agreement.
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16.
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The
parties acknowledge that Section 2.03 (Custodial Agreement; Delivery
of
Documents) shall be superceded by the provisions of the Custodial
Agreement.
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17.
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Section
4.01(c) (No Conflicts) is hereby amended by deleting the words
“the
acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage
Loans to the Purchaser or the transactions contemplated
hereby.”
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18.
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Section
4.01(f) (Ability to Perform) is hereby amended by deleting the
second
sentence thereof.
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19.
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Section
4.01(g) (No Litigation Pending) is hereby amended by adding the
words “or
any Subservicer” after each instance of the words “the
Company.”
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20.
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Section
4.01(h) (No Consent Required) is hereby amended by deleting the
words “or
the sale of the Mortgage Loans as evidenced by the consummation
of the
transactions contemplated by this
Agreement.”
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21.
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Section
4.01 (i) (Selection Process), Section 4.01 (j) (Pool Characteristics),
Section 4.01 (l) (Sale Treatment), Section 4.01 (n) (No Broker’s Fees’)
and Section 4.01 (o) (Origination) shall be inapplicable to this
Agreement.
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22.
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Section
4.04 (Restrictions
and Requirements Applicable in the Event that a Mortgage Loan is
Acquired
by a REMIC)
is hereby amended by adding the following sentence at the end of
the first
paragraph of Subsection (d)
thereof:
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Notwithstanding
the foregoing, no Opinion of Counsel shall be required for any modification
of a
Mortgage Loan pursuant to Section 5.01.
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23.
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Section
5.01 (Company to Act as Servicer) is hereby amended as
follows:
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(i) by
deleting the first, second and third sentences of the second paragraph of
such
section and replacing it 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 Trust Fund on an aggregate basis; 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, reasonably foreseeable, 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. In the event of such modification, the Company shall calculate the
Monthly
Payment for such Mortgage Loan based on the modified terms of such Mortgage
Loan
and shall only be required to make Monthly Advances pursuant to section 6.03
to
the extent of such new Monthly Payment.
(ii) by
adding
the following to the end of the second paragraph of such section:
Promptly
after the execution of any assumption, modification, consolidation or extension
of any Mortgage Loan, the 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.
(iii) by
adding
the following to the end of the penultimate sentence of the second paragraph
of
such section:
provided,
that, upon full release or discharge, the Servicer shall notify the related
Custodian of the related Mortgage Loan of such full release or
discharge.
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24.
|
Section
5.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
|
|
(a)
|
the
words “SunTrust Mortgage, Inc., in trust for Xxxxxx Brothers Bank,
purchaser of Conventional Residential Mortgage Loans, Group No.
2005-FLOW
and various Mortgagors” in the first sentence of the first paragraph shall
be replaced by:
|
“SunTrust
Mortgage, Inc., in trust for U.S.
Bank
National Association, as Trustee for the LMT 2007-7 Trust Fund”.
A-6
|
(b)
|
by
adding the words “ No later than 30 days after the Closing Date,” to the
beginning of the last sentence of the first paragraph of such
section.
|
|
25.
|
Section
5.05 (Permitted Withdrawals From Custodial Account) is hereby amended
by
replacing the last five lines of clause (ii) with the following:
|
Servicer’s
right thereto shall be prior to the rights of 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;
|
26.
|
Section
5.06 (Establishment of and Deposits to Escrow Account) is hereby
amended
as follows:
|
|
(a)
|
the
words “SunTrust Mortgage, Inc., in trust for Xxxxxx Brothers Bank,
purchaser of Conventional Residential Mortgage Loans, Group No.
2005-FLOW
and various Mortgagors” in the first sentence of the first paragraph shall
be replaced by:
|
“SunTrust
Mortgage, Inc., in trust for U.S. Bank National Association, as Trustee for
the
LMT 2007-7 Trust Fund”.
|
(b)
|
by
adding the words “ No later than 30 days after the Closing Date,” to the
beginning of the last sentence of the first paragraph of such
section.
|
|
27.
|
Section
5.09 (Protection of Accounts) is hereby amended by adding the following
to
the end of the first paragraph:
|
The
Servicer shall give notice to the Master Servicer of any change in the location
of the Custodial Account no later than 30 days after any such transfer is
made
and deliver to the Master Servicer a certification notice in the form of
Exhibit
X-0, X-0, X-0 or E-2, as applicable, with respect to such Qualified
Depository.
|
28.
|
Section
5.16 (Title, Management and Disposition of REO Property) is hereby
amended
by (i) replacing the reference to “one year” in the seventh line of the
second paragraph thereof with “three years” and (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 to the effect that,
under
the REMIC Provisions and any relevant proposed legislation and under applicable
state law, the applicable Trust Fund 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 (and provided a copy of the same to the Trustee
and
the Master Servicer), 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.
A-7
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
Fund 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 thereof, (iv) replacing
the
words “one year” and “sentence” with “three years” and “paragraph”,
respectively, in the seventh line of the third paragraph thereof, and (v)
replacing the word “advances” in the fourth line of the sixth paragraph thereof
with “Monthly Advances.”
|
29.
|
Section
5.19 (Notification of Adjustments) shall be inapplicable to this
Agreement.
|
|
30.
|
Section
6.01 (Remittances) is hereby amended as
follows:
|
(i) by
replacing the word “second” with “first” in the second paragraph
thereof:
(ii) 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:
The
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: LMT 2007-7
A-8
|
31.
|
Section
6.02 (Statements to Purchaser) is hereby amended in its entirety
to read
as follows:
|
Section
6.02 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 a format
mutually agreed to between the Servicer and the Master Servicer similar to
the
format set forth in Exhibit F-1 hereto and a monthly defaulted loan report
in a
format mutually agreed to between the Servicer and the Master Servicer similar
to the format set forth in Exhibit F-2 hereto relating to the period ending
on
the last day of the preceding calendar month and (ii) all such information
required pursuant to clause (i) above on a magnetic tape or other similar
media
reasonably acceptable to the Master Servicer.
The
Servicer shall promptly notify the Securities Administrator, the Master Servicer
and the Depositor (i) of any legal proceedings pending against the Servicer
of
the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the
Servicer shall become (but only to the extent not previously disclosed to
the
Master Servicer and the Depositor) at any time an affiliate of any of the
parties listed on Exhibit L to this Agreement.
If
so
requested by the Securities Administrator, the Master Servicer or the Depositor
on any date following the date on which information was first provided to
the
Trustee and the Depositor pursuant to the preceding sentence, the Servicer
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in Section 2(b)(i)
of
Amendment Reg AB or, if such a representation and warranty is not accurate
as of
the date of such request, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.
The
Servicer shall provide to the
Securities Administrator, the Master Servicer and the Depositor
prompt
notice of the occurrence of any of the following: any event of default under
the
terms of this Agreement, any merger, consolidation or sale of substantially
all
of the assets of the Servicer, the Servicer’s engagement of any Subservicer,
Subcontractor or vendor to perform or assist in the performance of any of
the
Servicer’s obligations under this Agreement, any material litigation involving
the Servicer, and any affiliation or other significant relationship between
the
Servicer and other transaction parties, as such transaction parties are
identified by the Depositor in writing to the 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
provide to the Securities
Administrator,
the
Master Servicer and the Depositor notice of the occurrence of any material
modifications, extensions or waivers of terms, fees, penalties or payments
relating to the Mortgage Loans during the related Due Period or that have
cumulatively become material over time (Item 1121(a)(11) of Regulation AB)
along
with all information, data, and materials related thereto as may be required
to
be included in the related Distribution Report on Form 10-D.
|
32.
|
Section
9.01 (Indemnification; Third Party Claims) is hereby amended and
restated
in its entirety to read as follows:
|
The
Servicer shall indemnify Xxxxxx Brothers Holdings Inc., the Trust Fund, the
Trustee, the Depositor 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. The Servicer
immediately shall notify Xxxxxx Brothers Holdings Inc., 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 Trustee in connection with such claim. The
Servicer shall provide the Trustee with a written report of all expenses
and
advances incurred by the Servicer pursuant to this Section 9.01, and the
Trustee
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 related 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 the Servicer.
A-9
|
33.
|
Section
10.01 (Events of Default) is hereby amended
by:
|
|
(a)
|
changing
any reference to “Purchaser” to “Master
Servicer”
|
|
(b)
|
amending
and restating clause (vii) in its entirety to read as
follows:
|
the
Servicer at any time is not either a Xxxxxx Xxx or Xxxxxxx Mac approved
seller/servicer, and the Master Servicer has not terminated the rights and
obligations of the Servicer under this Agreement and replaced the Servicer
with
a Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30 days of the absence
of
such approval;
|
(c)
|
adding
the words “within the applicable cure period” after the word “remedied” in
the second line of the second paragraph;
and
|
|
(d)
|
deleting
the word “or” at the end of subclause (ix);
|
|
(e)
|
adding
subclauses (xi) and (xii) as
follows:
|
|
(xi)
|
any
failure by the Servicer to duly perform, within the required time
period,
its obligations to provide any certifications under Sections 2(d)
and (e)
of Amendment Reg AB, which failure continues unremedied for a period
of
ten (10) days; or
|
|
(xii)
|
any
failure by the Servicer to duly perform, within the required time
period,
its obligations to provide any other information, data or materials
required to be provided hereunder, including any items required
to be
included in any Exchange Act
report.
|
|
34.
|
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.”
|
A-10
|
35.
|
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)
|
the
exercise of the Master Servicer’s right pursuant to Section 10.01 to
terminate this Agreement upon an Event of Default, provided such
termination is also acceptable to the Trustee and the Rating
Agencies.
|
At
the
time of any termination of the Servicer pursuant to Section 11.01, the Servicer
shall be entitled to all accrued and unpaid Servicing Fees and unreimbursed
Servicing Advances and Monthly Advances; provided,
however,
in the
event of a termination for cause under Section 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.
|
36.
|
The
first paragraph of Section 11.02 (Termination Without Cause) is
hereby
amended by replacing all other references to “Purchaser” with “Xxxxxx
Brothers Holdings Inc.”
|
|
37.
|
Section
12.01 (Successor to Company) 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 9.04, 10.01, 11.01(ii) or 11.02, the Master
Servicer shall, in accordance with the provisions of the Trust Agreement
(i)
succeed to and assume all of the 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 Holdings Inc., 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 Holdings Inc., 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
4.01 and 4.02 and the remedies available to the Trust Fund under Section
4.03
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 9.04, 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.
|
38.
|
Section
12.02 (Amendment) is hereby amended by replacing the words “by the Company
and the Purchaser by written agreement signed by the Company and
the
Purchaser” with “by written agreement by the Servicer and Xxxxxx Brothers
Holdings Inc., with the written consent of the Master Servicer
and the
Trustee.”
|
|
39.
|
Sections
12.03 (Closing) and 12.04 (Closing Documents) shall be inapplicable
to
this Agreement.
|
A-12
|
40.
|
Section
12.06 (Duration of Agreement) is hereby amended by deleting the
last
sentence thereof.
|
|
41.
|
Section
12.12 (Assignment by Purchaser) is hereby deleted in its entirety
and
replaced with the following:
|
Acknowledgement.
The
Servicer hereby acknowledges that the rights of Xxxxxx Brothers Holdings
Inc.
under the FPWSA, 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 each be an assignment and
assumption agreement or other assignment document required pursuant to Sections
2.02 and 12.12 of the FPWSA and will constitute an assignment and assumption
of
the rights of Xxxxxx Brothers Holdings Inc. under the FPWSA to SASCO and
the
Trust Fund, as applicable. In addition, the Trust Fund will make a REMIC
election. The Servicer hereby consents to such assignment and assumption
and
acknowledges the Trust Fund’s REMIC election.
|
42.
|
Section
12.13 (No Personal Solicitation) is hereby amended by replacing
the words
“the Purchaser” with “Xxxxxx Brothers Holdings Inc.” in each
instance.
|
|
43.
|
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, 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
Master
Servicer, the Depositor and the Trustee as if they were parties
to this
Agreement, and 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 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.
|
|
44.
|
Amendment
to Amendment Reg AB.
The Amendment Reg AB is hereby amended as
follows:
|
(a) Section
2(a) (Intent of the Parties; Reasonableness) is hereby amended as follows:
|
(i)
|
The
first paragraph of such subsection is amended by (1) replacing
the words
“the Purchaser and any Depositor” with “the Trust Fund, the Depositor, the
Trustee, the Securities Administrator and the Master Servicer” and (2) by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer;”
and
|
|
(ii)
|
The
second paragraph of such subsection is amended by (1) replacing
the words
“Neither the Purchaser nor any Depositor” with “None of the Trust Fund,
the Depositor, the Trustee, the Securities Administrator and the
Master
Servicer,” (2) by replacing the words “the Purchaser or any Depositor”
with “the Trust Fund, the Depositor, the Trustee, the Securities
Administrator or the Master Servicer” in each instance, (3) by replacing
the words “the Purchaser to deliver to the Purchaser (including any of its
assignees or designees) and any Depositor” with “the Trust Fund, the
Depositor, the Trustee, the Securities Administrator or the Master
Servicer to deliver to such party (including any of its assignees
or
designees),” and (4) by replacing the words “the Purchaser or such
Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator or the Master Servicer.”
|
A-13
(b) Section
2(b) (Additional Representations and Warranties of the Company) is hereby
amended as follows:
|
(i)
|
by
replacing the words “the Purchaser and to any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator
and the
Master Servicer” in each instance;
|
|
(ii)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the
Master
Servicer” in each instance;
|
|
(iii)
|
by
replacing the words “the Purchaser or such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator
or the
Master Servicer” in each instance;
and
|
|
(iv)
|
by
replacing the words “by the related Depositor” with “by the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the
Master
Servicer” in each instance.
|
|
(v)
|
Section
2(b)(i)(vii) is hereby deleted in its entirety and replaced with
the
following:
|
there
are
no affiliations, relationships or transactions of a type described in Item
1119
of Regulation AB relating to the Company, any Subservicer or any Third-Party
Originator with respect to any party specifically identified on Exhibit F
attached hereto
(c) Section
2(c) (Information to Be Provided by the Company) is hereby amended as
follows:
|
(i)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the
Master
Servicer” in each instance;
|
|
(ii)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator
and the
Master Servicer” in each instance;
|
A-14
|
(iii)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator
and the
Master Servicer” in each instance;
|
|
(iv)
|
by
replacing the words “the Purchaser or Depositor” with “the Trust Fund, the
Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance;
|
|
(v)
|
by
replacing the words “the Purchaser or the Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the
Master
Servicer” in each instance; and
|
|
(vi)
|
by
replacing the words “the Purchaser or such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator
or the
Master Servicer” in each instance.
|
|
(vii)
|
Section
2(c)(i)(D) is hereby deleted in its entirety and replaced with
the
following:
|
a
description of any affiliation or relationship between the Company, each
Third-Party Originator, each Subservicer, as applicable, and any party
specifically identified on Exhibit F attached hereto
(d) Section
2(d) (Servicer Compliance Statement) is hereby amended as follows:
|
(i)
|
by
replacing the words “2007” with “2008” in each instance;
|
|
(ii)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator
and the
Master Servicer” in each instance;
|
|
(iii)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee the Securities Administrator and
the
Master Servicer” in each instance;
and
|
|
(iv)
|
by
adding the phrase “in the form of Exhibit I attached hereto” immediately
following the phrase “statement of compliance” in the third
sentence.
|
(e) Section
2(e) (Report on Assessment of Compliance and Attestation) is hereby amended
as
follows:
|
(i)
|
by
replacing the words “2007” with “2008” in each instance;
|
|
(ii)
|
the
first paragraph after subparagraph (D) of such section is hereby
amended
by (1) replacing the words “Neither the Purchaser nor any Depositor” with
“None of the Trust Fund, the Depositor, the Trustee, the Securities
Administrator and the Master Servicer” and (2) replacing the words “unless
a Depositor” with “unless such
party;”
|
A-15
|
(iii)
|
by
replacing the words “each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit B hereto” with “all of
the Servicing Criteria specified on Exhibit B
hereto;”
|
|
(iv)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator
and the
Master Servicer” in each instance;
|
|
(v)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator
and the
Master Servicer” in each instance;
|
|
(vi)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the
Master
Servicer” in each instance; and
|
|
(vii)
|
by
replacing the words “the Purchaser, any Depositor and any other Person”
with “the Trust Fund, the Depositor, the Trustee, the Securities
Administrator, the Master Servicer and any other Person” in each instance.
|
(f) Section
2(f) (Use of Subservicers and Subcontractors) is hereby amended as
follows:
|
(i)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the
Master
Servicer” in each instance;
|
|
(ii)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator
and the
Master Servicer” in each instance;
and
|
|
(iii)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator
and the
Master Servicer” in each instance.
|
(g) Section
2(g) (Indemnification; Remedies) is hereby amended as follows:
|
(i)
|
subparagraph
(i) of such section is hereby amended by (1) replacing the words
“the
Purchaser, each affiliate of the Purchaser” with “the Trust Fund, the
Depositor, the Trustee, the Securities Administrator, the Master
Servicer,” (2) deleting the words “or of the Depositor” in its entirety
and (3) deleting the words “and of the Depositor” in its entirety;
|
|
(ii)
|
subparagraph
(ii)(B) of such section is hereby amended by deleting the phrase
“which
continues unremedied for ten calendar days after the date on which
such
information, report, certification or accountants’ letter was required to
be delivered” and replacing it with the phrase “which continues unremedied
after the expiration of the grace period specified in such
section;”
|
A-16
|
(iii)
|
subparagraph
(ii)(C) of such section is hereby amended by (1) replacing the
words “the
Purchaser (or any designee of the Purchaser, such as a master servicer)
and any Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator and the Master Servicer,” (2) replacing the words
“the Purchaser (or such designee) or such Depositor” with “such party” in
each instance and (3) by replacing the words “the Purchaser or any
Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator or the Master Servicer” in each instance;
|
|
(iv)
|
by
replacing the words “the Purchaser, any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Securities Administrator or the
Master
Servicer” in each instance;
|
|
(v)
|
by
replacing the words “the Purchaser or Depositor” with “the Trust Fund, the
Depositor, the Trustee, the Securities Administrator or the Master
Servicer” in each instance; and
|
|
(vi)
|
by
replacing the words “Neither the Purchaser nor any Depositor” with “None
of the Trust Fund, the Depositor, the Trustee, the Securities
Administrator and the Master Servicer” in each instance.
|
(h) All
references in the Amendment Reg AB to Exhibit A shall be deemed to be references
to Exhibit G attached hereto.
(i) Exhibit
F
attached hereto is hereby added to Amendment Reg AB as Exhibit F
thereto.
(j) Exhibit
H
attached hereto is hereby added to Amendment Reg AB as Exhibit I
thereto.
A-17
EXHIBIT
B
Flow
Purchase, Warranties and Servicing Agreement
B-1
EXHIBIT
C
Assignment
and Assumption Agreement
X-0
Xxxxxxx
X-0
XXXXXXXX
XXXXXX
|
XXXXX
NAME
|
DESCRIPTION
|
FORMAT
|
|
INVNUM
|
INVESTOR
LOAN NUMBER
|
Number
no decimals
|
|
SERVNUM
|
SERVICER
LOAN NUMBER, REQUIRED
|
Number
no decimals
|
|
BEGSCHEDBAL
|
BEGINNING
SCHEDULED BALANCE FOR SCHED/SCHED
|
Number
two decimals
|
|
BEGINNING
TRAIL BALANDE FOR ACTUAL/ACTUAL,
|
||
|
REQUIRED
|
||
|
SCHEDPRIN
|
SCHEDULED
PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
|
ACTUAL
PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
|
||
|
REQUIRED,
.00 IF NO COLLECTIONS
|
||
|
CURT1
|
CURTAILMENT
1 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
CURT1DATE
|
CURTAILMENT
1 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
|
CURT1ADJ
|
CURTAILMENT
1 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
CURT2
|
CURTAILMENT
2 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
CURT2DATE
|
CURTAILMENT
2 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
|
CURT2ADJ
|
CURTAILMENT
2 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
LIQPRIN
|
PAYOFF,
LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
OTHPRIN
|
OTHER
PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
PRINREMIT
|
TOTAL
PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
INTREMIT
|
NET
INTEREST REMIT, INCLUDE PAYOFF INTEREST,
|
Number
two decimals
|
|
.00
IF NOT APPLICABLE
|
||
|
TOTREMIT
|
TOTAL
REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|
ENDSCHEDBAL
|
ENDING
SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
|
ENDING
TRIAL BALANCE FOR ACTUAL/ACTUAL
|
||
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||
|
ENDACTBAL
|
ENDING
TRIAL BALANCE
|
Number
two decimals
|
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||
|
ENDDUEDATE
|
ENDING
ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT
|
DD-MMM-YY
|
|
ACTCODE
|
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
|
Number
two decimals
|
|
.00
IF PAIDOFF
|
X-0-0
XXXXXXX
X-0
XXXXXXXX
XXXXXX FOR MONTHLY DEFAULTED LOAN REPORT
|
Data
Field
|
Format
|
|
|
Data
Description
|
|
%
of
MI coverage
|
NUMBER(6,5)
|
|
|
The
percent of coverage provided by the PMI company in the event
of loss on a
defaulted loan.
|
|
Actual
MI claim filed date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the claim was submitted to the PMI company.
|
|
Actual
bankruptcy start date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the bankruptcy petition is filed with the
court.
|
|
Actual
MI claim amount filed
|
NUMBER(15,2)
|
|
|
The
amount of the claim that was filed by the servicer with the PMI
company.
|
|
Actual
discharge date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the Discharge Order is entered in the bankruptcy
docket.
|
|
Actual
due date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
due date of the next outstanding payment amount due from the
mortgagor.
|
|
Actual
eviction complete date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the eviction proceedings are completed by local
counsel.
|
|
Actual
eviction start date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the eviction proceedings are commenced by local
counsel.
|
|
Actual
first legal date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that foreclosure counsel filed the first legal action as
defined by
state statute.
|
|
Actual
redemption end date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the foreclosure redemption period expires.
|
|
Bankruptcy
chapter
|
VARCHAR2(2)
|
7=
Chapter 7 filed
12=
Chapter 12 filed
|
11=
Chapter 11 filed
13=
Chapter 13 filed
|
Chapter
of bankruptcy filed.
|
|
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.
|
D-2-1
|
MI
claim amount paid
|
NUMBER(15,2)
|
|
|
The
amount paid to the servicer by the PMI company as a result of
submitting
an MI claim.
|
|
MI
claim funds received date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that funds were received from the PMI company as a result
of
transmitting an MI claim.
|
|
Current
loan amount
|
NUMBER(10,2)
|
|
|
Current
unpaid principal balance of the loan as of the date of reporting
to Aurora
Master Servicing.
|
|
Date
FC sale scheduled
|
DATE(MM/DD/YYYY)
|
|
|
Date
that the foreclosure sale is scheduled to be held.
|
|
Date
relief/dismissal granted
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the dismissal or relief from stay order is entered
by the
bankruptcy court.
|
|
Date
REO offer accepted
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date of acceptance of an REO offer.
|
|
Date
REO offer received
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date of receipt of an REO offer.
|
|
Delinquency
value
|
NUMBER(10,2)
|
|
|
Value
obtained typically from a BPO prior to foreclosure referral not
related to
loss mitigation activity.
|
|
Delinquency
value source
|
VARCHAR2(15)
|
BPO=
Broker's Price Opinion
|
Appraisal=Appraisal
|
Name
of vendor or management company that provided the delinquency
valuation
amount.
|
|
Delinquency
value date
|
DATE(MM/DD/YYYY)
|
|
|
Date
that the delinquency valuation amount was completed by vendor
or property
management company.
|
|
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.
|
D-2-3
|
Loss
mit flag
|
VARCHAR2(2)
|
Y=
Active loss mitigation
|
N=No
active loss mitigation
|
Servicer
defined indicator that identifies that the loan is involved in
completing
a loss mitigation alternative.
|
|
Loss
mit removal date
|
DATE(MM/DD/YYYY)
|
|
|
The
date that the mortgagor is denied loss mitigation alternatives
or the date
that the loss mitigation alternative is completed resulting in
a current
or liquidated loan.
|
|
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).
|
D-2-4
|
Original
value amount
|
NUMBER(10,2)
|
|
|
Appraised
value of property as of origination typically determined through
the
appraisal process.
|
|
Origination
date
|
DATE(MM/DD/YYYY)
|
|
|
Date
that the contractual obligations (i.e.: note and mortgage/deed
of trust)
of the mortgagor was executed.
|
|
FHA
Part B funds received date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that funds were received from HUD as a result of transmitting
the
27011B claim.
|
|
Post
petition due date
|
DATE(MM/DD/YYYY)
|
|
|
The
post petition due date of a loan involved in a chapter 13
bankruptcy.
|
|
Property
condition
|
VARCHAR2(2)
|
1=
Excellent
3=Average
5=Poor
|
2=Good
4=Fair
6=Very
poor
|
Physical
condition of the property as most recently reported to the servicer
by
vendor or property management company.
|
|
Property
type
|
VARCHAR2(2)
3=Condo
6=Prefabricated
7=Mobile
home
A=Church
O=Co-op
CT=Condotel
|
1=Single
family
4=Multifamily
B=Commercial
U=Unknown
P=PUD
M=Manufactured
housing
MU=Mixed
use
|
2=Town
house
5=Other
C=Land
only
D=Farm
R=Row
house
24=
2-4 family
|
Type
of property secured by mortgage such as: single family, 2-4 unit,
etc.
|
|
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.
|
D-2-5
|
REO
list price adjustment amount
|
NUMBER(15,2)
|
|
|
The
most recent listing/pricing amount as updated by the servicer
for REO
properties.
|
|
REO
list price adjustment date
|
DATE(MM/DD/YYYY)
|
|
|
The
most recent date that the servicer advised the agent to make
an adjustment
to the REO listing price.
|
|
REO
value (as is)
|
NUMBER(10,2)
|
|
|
The
value of the property without making any repairs as determined
by the
vendor/property management company.
|
|
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.
|
D-2-8
EXHIBIT
E
Schedule
of Mortgage Loans
[To
be
retained in a separate file titled “LMT 2007-7 Mortgage Loan Schedules” at the
Washington, DC offices of XxXxx Xxxxxx LLP]
E-1
EXHIBIT
F
TRANSACTION
PARTIES
Trustee:
U.S.
Bank
National Association
Securities
Administrator: N/A
Master
Servicer: Aurora
Loan Services LLC
Credit
Risk Manager: N/A
PMI
Insurer(s): N/A
Interest
Rate Swap Counterparty: N/A
Interest
Rate Cap Counterparty: N/A
Servicer(s):
Aurora Loan Services LLC, Colonial Savings, F.A., GreenPoint Mortgage Funding,
Inc., IndyMac Bank, F.S.B., Midwest Loan Services, Inc., National City Mortgage
Co., SunTrust Mortgage, Inc., and Xxxxx Fargo Bank, N.A.
Primary
Originator(s): GreenPoint Mortgage Funding, Inc., National City Mortgage
Co.,
Xxxxxx Brothers Bank, FSB and SunTrust Mortgage, Inc.
Custodian(s):
Deutsche Bank National Trust Company, LaSalle Bank National Association,
U.S.
Bank National Association and Xxxxx Fargo Bank, N.A.
Seller: Xxxxxx
Brothers Holdings, Inc.
F-1
EXHIBIT
G
FORM
OF
ANNUAL CERTIFICATION
Re:
The
Flow
Purchase, Warranties and Servicing Agreement between Xxxxxx Brothers Bank,
as
the Purchaser, and SunTrust Mortgage Inc., as the Company, dated as of March
1,
2005, as amended by that certain Amendment Reg AB dated as of December 20,
2005
(the “Agreement”).
I,
________________________________, the _____________________ of SunTrust Mortgage
Inc., certify to the Depositor, the Master Servicer, the Trust Fund, the
Securities Administrator and the Trustee, and their officers, with the knowledge
and intent that they will rely upon this certification, that:
(1)
I
have
reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance
Statement”),
the
report on assessment of the Company’s compliance with the servicing criteria set
forth in Item 1122(d) of Regulation AB (the “Servicing
Criteria”),
provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange
Act of 1934, as amended (the “Exchange
Act”)
and
Item 1122 of Regulation AB (the “Servicing
Assessment”),
the
registered public accounting firm’s attestation report provided in accordance
with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of
Regulation AB (the “Attestation
Report”),
and
all servicing reports, officer’s certificates and other information relating to
the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the Depositor, the Master Servicer, the Trust
Fund,
the Securities Administrator and the Trustee pursuant to the Agreement
(collectively, the “Company
Servicing Information”);
(2)
Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances
under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
(3)
Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the Depositor, the
Master Servicer, the Trust Fund, the Securities Administrator and the Trustee;
(4)
I
am
responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report,
the
Company has fulfilled its obligations under the Agreement in all material
respects; and
(5)
The
Compliance Statement required to be delivered by the Company pursuant to
the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer or Subcontractor pursuant
to the
Agreement, have been provided to the Depositor, the Master Servicer, the
Trust
Fund, the Securities Administrator and the Trustee. Any material instances
of
noncompliance described in such reports have been disclosed to the Depositor,
the Master Servicer, the Trust Fund, the Securities Administrator and the
Trustee. Any material instance of noncompliance with the Servicing Criteria
has
been disclosed in such reports.
G-1
Date:
SUNTRUST
MORTGAGE INC.
By:
Name:
Title:
G-2
EXHIBIT
H
FORM
OF
ANNUAL OFFICER’S CERTIFICATE
Via
Overnight Delivery
[DATE]
To:
Aurora
Loan Services LLC
00000
Xxxx Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxxxx Xxxx, Master Servicing
(LMT
2007-7)
Structured
Asset Securities Corporation
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 10019
U.S.
Bank National Association
Xxx
Xxxxxxx Xxxxxx
0xx
Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
Structured Finance - LMT 2007-7
|
RE:
|
Annual
officer’s certificate delivered pursuant to the Flow Purchase, Warranties
and Servicing Agreement, dated as of October 1, 2005 (the “Agreement”), by
and among Xxxxxx Brothers Bank, FSB (“LBB”), as purchaser, and SunTrust
Mortgage, Inc., as seller and as servicer, as amended by that certain
Amendment Reg AB dated as of December 20, 2005, relating to the
issuance
of the Xxxxxx Mortgage Trust Mortgage Pass-Through Certificates,
Series
2007-7
|
[_______],
the undersigned, a duly authorized [_______] of [the Servicer][Name of
Subservicer], does hereby certify the following for the [calendar year][identify
other period] ending on December 31, 20[__]:
|
1.
|
A
review of the activities of the Servicer during the preceding calendar
year (or portion thereof) and of its performance under the Agreement
for
such period has been made under my
supervision.
|
|
2.
|
To
the best of my knowledge, based on such review, the Servicer has
fulfilled
all of its obligations under the Agreement in all material respects
throughout such year (or applicable portion thereof), or, if there
has
been a failure to fulfill any such obligation in any material respect,
I
have specifically identified to the Master Servicer, the Depositor
and the
Trustee each such failure known to me and the nature and status
thereof,
including the steps being taken by the Servicer to remedy such
default.
|
H-1
Certified
By:
______________________________
Name:
Title:
H-2
