EXECUTION
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of June, 1998, by and among XXXXXX CAPITAL, A DIVISION OF
XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation ("Xxxxxx Capital"),
American Residential Investment Trust, Inc. ("AmREIT") and AURORA LOAN
SERVICES INC., a Delaware corporation ("Aurora"), recites and provides as
follows:
RECITALS
WHEREAS, AmREIT has purchased certain packages of conventional
residential mortgage loans (the "Mortgages Loans") from Xxxxxx Capital, which
Mortgage Loans are currently being serviced for AmREIT pursuant to a Servicing
Agreement between Xxxxxx Capital Services, Inc. and Aurora, as servicer (the
"Servicer"), dated as of December 11, 1997 (relating to residential adjustable
mortgage loans Group No. 1997-LCIII) (the "Flow Servicing Agreement"); and
WHEREAS, AmREIT intends to securitize its ownership of the Mortgage
Loans, and in connection therewith, for purposes of such securitization
desires to add to the Mortgage Loans presently serviced under the Flow
Servicing Agreement a group of mortgage loans (the "Additional Mortgage
Loans") presently being subserviced for AmREIT by the Servicer pursuant to a
Subservicing Agreement, dated as of February 1, 1998 (the "Subservicing
Agreement"), between AmREIT and the Servicer; and
WHEREAS, in connection with such securitization, Xxxxxx, AmREIT and the
Servicer desire to amend the Flow Servicing Agreement to incorporate the
Additional Mortgage Loans on the terms and conditions set forth herein (such
Additional Mortgage Loans together with the Mortgage Loans are identified in
Schedule I hereto and are collectively referred to as the "Serviced Mortgage
Loans");
WHEREAS, in connection with such securitization, AmREIT, as the assignee
of Xxxxxx Capital under the Flow Servicing Agreement, intends to enter into an
Acknowledgement Agreement with Aurora pursuant to which AmREIT will transfer
to Aurora, as Servicer, under such agreement, the servicing responsibilities
related to the Additional Mortgage Loans and Aurora will agree to assume such
responsibilities;
WHEREAS, AmREIT intends to convey the Serviced Mortgage Loans to American
Residential Eagle, Inc., a Delaware corporation (the "Depositor"), pursuant to
a Mortgage Loan Purchase Agreement dated as of June 1, 1998; the Depositor
intends to convey the Serviced Mortgage Loans to American Eagle Bond Trust
0000-0 (xxx "Xxxx Xxxxxx") pursuant to Deposit Trust Agreement dated as of
June 1, 1998; and the Bond Issuer intends, in turn, to pledge the Serviced
Mortgage Loans to First Union National Bank, a national banking association,
as trustee (the "Bond Trustee"), under an Indenture dated as of June 1, 1998
between the Bond Issuer and the Bond Trustee (the "Indenture"); and
WHEREAS, pursuant to a Master Servicing Agreement, dated as of June 1,
1998 (the "Master Servicing Agreement'), among the Bond Issuer, the Bond
Trustee and Norwest Bank Minnesota, N.A. ("Norwest"), as master servicer
(Norwest, together with any successor master servicer appointed pursuant to
the provisions of the Master Servicing Agreement referred to herein as the
"Master Servicer"), the Master Servicer shall be obligated, among other
things, to supervise the servicing of the Serviced Mortgage Loans on behalf of
the Bond Trustee and Bond Issuer, and shall have the right, under certain
circumstances, to terminate the rights and obligations of the Servicer under
this Agreement.
NOW, THERFORE, in consideration of the mutual agreements hereinafter set
forth and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Xxxxxx Capital, AmREIT 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 Flow Servicing Agreement
incorporated by reference herein, shall have the meanings ascribed to such
terms in the Flow Servicing Agreement, or if not defined therein, in the
Master Servicing Agreement or the Indenture.
2. Inclusion of Additional Mortgage Loans. The Additional Mortgage Loans
as identified in Schedule I hereto shall be deemed included within the
definition of "Mortgage Loans" under the Flow Servicing Agreement for all
purposes thereunder, effective as of the date set forth in, and upon the
delivery to the Servicer of, an Acknowledgement Agreement covering the
Additional Mortgage Loans in the form attached as Exhibit F to the Flow
Servicing Agreement.
3. Servicing Compensation For Additional Mortgage Loans. During the
period from the date hereof until February 1, 2003 or the earlier termination
of the Subservicing Agreement pursuant to Section 9.02 thereof (assuming for
such purposes that the Additional Mortgage Loans had remained subject to the
Subservicing Agreement, notwithstanding the provisions of Section 1 above) on
the last Business Day of each month, the Servicer shall remit separately to
AmREIT (notwithstanding that AmREIT may have ceased to be the Owner of the
Additional Mortgage Loans) an amount equal to the difference between (or, if
the difference is negative, AmREIT shall remit such deficiency to the
Servicer): (i) the sum of the Servicing Fee (as defined in the Flow Servicing
Agreement), Assignment Fees and Ancillary Income received by Servicer during
the Due Period ending on the first Business Day of such month relating to the
Additional Mortgage Loans pursuant to the Flow Servicing Agreement, minus (ii)
the total amount of compensation (including Base Sub-Servicing Fees, Ancillary
Income, Assignment Fees, Release Fees and Special Servicing Fees as each such
term is defined and used in the Subservicing Agreement) that would have been
payable for such Due Period to the Servicer pursuant to the Subservicing
Agreement in respect of the Additional Mortgage Loans if such Additional
Mortgage Loans had remained subject thereto; minus (iii) all Prepayment
Interest Shortfall amounts, Monthly Advances and Servicing Advances required
to be made or paid by the Servicer in respect of the Additional Mortgage Loans
under the Flow Servicing Agreement for such Due Period.
4. 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 Flow
Servicing Agreement, except as otherwise provided herein and in Exhibit A
hereto, and that the provisions of the Flow Servicing Agreement, as so
modified, are and shall be a part of this Agreement to the same extent as if
set forth herein in full.
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
Bond Issuer and the Bond Trustee pursuant to the Master Servicing Agreement,
shall have the same rights as the "Owner" (as defined in the Flow Servicing
Agreement) to enforce the obligations of the Servicer under the Flow Servicing
Agreement. The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement upon the failure of the
Servicer to perform any of its obligations under this Agreement, as provided
in Article IX of the Flow Servicing Agreement.
In addition, in the event that Xxxxxx Capital and AmREIT agree to
transfer the servicing rights in respect of the Serviced Mortgage Loans to one
or more successor servicers, the rights and obligations of the Servicer under
this Agreement shall terminate without cause, upon thirty days written notice
to the Servicer, and each successor servicer shall succeed to the rights and
obligations of the Servicer under this Agreement as of such date. Upon such
termination the terminated Servicer shall not be entitled to the Servicing Fee
or any portion thereof, or, except as provided in the Flow Servicing
Agreement, to any other amounts in respect of the Serviced Mortgage Loans.
The Servicer agrees that, notwithstanding anything to the contrary in the
Flow Servicing Agreement, Xxxxxx Capital is the sole owner of the servicing
rights relating to the Serviced Mortgaged Loans (other than the Additional
Mortgage Loans) and AmREIT is the sole owner of the servicing rights relating
to Additional Mortgage Loans, and that the Servicer shall have no right to
transfer the servicing thereof.
6. No Representations. Neither the Servicer nor the Master Servicer shall
be obligated or required to make any representations and warranties regarding
the Serviced Mortgage Loans in connection with the transactions contemplated
by the Master Servicing Agreement and the Indenture and the issuance of the
Underlying Bond issued pursuant thereto.
7. Notices. All notices and communications between or among the parties
hereto 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. 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.
8. Governing Law. THIS SERVICING AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
NOTWITHSTANDING NEW YORK OR OTHER CHOICE OF LAW RULES TO THE CONTRARY.
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. Reconstitution. Xxxxxx Capital, AmREIT and the Servicer agree that
this Agreement is a Reconstitution Agreement, and that the date hereof is the
Reconstitution Date, each as defined in the Flow Servicing Agreement.
11. Notices and Remittances. All notices required to be delivered to the
Master Servicer under this Agreement shall be delivered to the Master Servicer
at the following address:
Norwest Bank Minnesota, National Association
00000 Xxxxxx Xxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Master Servicing Department, AmREIT 1998-1
All remittances required to be made to the Master Servicer under this
Agreement shall be made to the following wire account:
Norwest Bank Minnesota, National Association
Minneapolis, Minnesota
ABA#: 000-000-000
Account Name: Corporate Trust Clearing
Account Number: 0000000000
All remittances to be made to AmREIT or the Servicer pursuant to Section 3 of
this Agreement shall be made to such party by wire transfer to the account
designated by such party in writing.
12. Errors and Omissions Insurance. The Servicer shall keep in force
during the term of this Agreement a fidelity bond and a policy or policies of
insurance covering errors and omissions in the performance of the Servicer's
obligations under this Agreement. Such fidelity bond and policy or policies
shall be maintained with recognized insurers and shall be in such form and
amount as would permit the Servicer to be qualified as a FNMA or FHLMC
seller-servicer. The Servicer shall be deemed to have complied with this
provision if an affiliate of the Servicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy or fidelity
bond, the coverage afforded thereunder extends to the Servicer. The Servicer
shall furnish to the Master Servicer a copy of each such bond and insurance
policy if (i) the Master Servicer so requests and (ii) the Servicer is not an
affiliate of Xxxxxx Brothers Inc. at the time of such request.
13. Annual Officer's Certificate. On or before April 30 of each year,
beginning with April 30, 1999, the Servicer, at its own expense, will deliver
to Xxxxxx Capital, AmREIT and the Master Servicer a Servicing Officer's
certificate stating, as to each signer thereof, that (i) a review of the
activities of the Servicer during such preceding fiscal year and of
performance under this Agreement has been made under such officers'
supervision, and (ii) to the best of such officers' knowledge, based on such
review, the Servicer has fulfilled all its obligations under this Agreement
for such year, or, if there has been a default in the fulfillment of all such
obligations, specifying each such default known to such officers and the
nature and status thereof including the steps being taken by the Servicer to
remedy such default.
14. Servicer Auction Call. On any Distribution Date on which the Pool
Principal Balance of the Mortgage Loans is equal to or less than 10% of the
initial Pool Principal Balance, the Servicer shall have the option to direct
the Master Servicer by written notice to solicit not less than three bids for
the Mortgage from dealer firms specified to it by the Issuer. The Master
Servicer will deliver the three bids to the Trustee promptly upon receipt. If
the purchase price would be less than the Minimum Purchase Price, the Servicer
may direct the Master Servicer to continue to solicit bids as described above,
at quarterly intervals, until a bid equal to the Minimum Purchase Price is
received.
Executed as of the day and year first above written.
XXXXXX CAPITAL, A DIVISION OF
XXXXXX BROTHERS HOLDINGS INC.
By: ______________________________________
Name:
Title:
AMERICAN RESIDENTIAL INVESTMENT
TRUST, INC.
By: ______________________________________
Name:
Title:
AURORA LOAN SERVICES INC.
By: ______________________________________
Name:
Title:
EXHIBIT A
MODIFICATIONS TO THE FLOW SERVICING AGREEMENT
1. The following is hereby added immediately following the words "incidental
fees and charges" in the definition of "Ancillary Income" in Article I:
", but not including any premium or penalty associated with a prepayment
of principal of a Mortgage Loan."
2. The definition of "Custodial Agreement" in Article I is hereby deleted
and replaced with the following:
"The custodial agreements relating to custody of the Serviced Mortgage
Loans among: (i) Chase Bank of Texas, N.A., as Custodian and First Union
National Bank, as Trustee, and (ii) Bankers Trust Company of California,
N.A., as Custodian and First Union National Bank, as Trustee, each dated
as of June 1, 1998."
3. The following definition is hereby added:
"Prepayment Period: With respect to the first Remittance Date, the
period beginning on the Cut-off Date and ending on June 1, 1998.
With respect to each subsequent Remittance Date, the period
commencing on the second day of the month immediately preceding the
month in which such Remittance Date occurs and ending on the first
day of the month in which such Remittance Date occurs."
4. The definition of "Monthly Advance" in Article I is hereby amended by
adding at the end of such definition the following: ", 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."
5. The definition of "Qualified Depository" in Article I is hereby deleted
and replaced with the following:
"Any of (i) a depository the accounts of which are insured by the FDIC
and the short-term debt obligations of which have the highest short-term
ratings of each Rating Agency and the long-term debt obligations of which
shall be rated AA or higher by S&P and Aa or higher by Xxxxx'x; (ii) the
corporate trust department of any federal or state chartered depository
institution or trust company acting in its fiduciary capacity acceptable
to each Rating Agency, having capital or surplus of not less than
$100,000,000; or (iii) the Servicer, unless the Master Servicer is
notified by either Rating Agency that the designation of the Servicer as
a Qualified Depository will result in a qualification, withdrawal or
downgrade of the then-current rating of any of the Certificates."
6. The definition of "Servicing Advance" in Article I is hereby amended by
adding, immediately after the phrase "but not limited to, the cost of",
the following: "transfer of servicing of Distressed Mortgage Loans to the
Special Servicer pursuant to Section 9.03, and".
7. The first sentence of the definition of "Servicing Fee" in Article I is
hereby deleted and replaced with the following: "The servicing fee shall
be an amount equal to one-twelfth the product of (a) a rate per annum
equal to 0.50% and (b) the Stated Principal Balance of such Mortgage
Loan. The obligation of the Master Servicer to pay the Servicing Fee is
limited to, and the Servicing Fee is payable solely from, the interest
portion (including recoveries with respect to interest from Liquidation
Proceeds to the extent permitted by Section 3.05 of this Agreement) of
such Monthly Payment collected by the Servicer, or as otherwise provided
under this Agreement."
8. The following definition is hereby added:
"Special Servicer": Ocwen Federal Bank FSB, a federal savings bank.
9. The fourth and fifth paragraphs of Section 3.01 are hereby deleted and
replaced with the following paragraph:
"Consistent with the terms of this Agreement, the Servicer may waive
any late payment charge, assumption fee or other fee that may be
collected in the ordinary course of servicing the Mortgage Loans.
The Servicer shall not make any future advances to any obligor under
any Mortgage Loan, and (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 of any material term of any Mortgage Loan,
including any modification that would change the Mortgage Interest
Rate, defer or 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 any such modification which permits
the deferral of interest or principal payments on any Mortgage Loan,
the Servicer shall, on the Business Day immediately preceding the
Remittance Date in any month in which any such principal or interest
payment has been deferred, make a Monthly Advance in accordance with
Section 4.03, in an amount equal to the difference between (a) such
month's principal and one month's interest at the Remittance Rate on
the unpaid principal balance of such Mortgage Loan and (b) the
amount paid by the Mortgagor. The Servicer shall be entitled to
reimbursement for such advances to the same extent as for all other
advances made pursuant to Section 4.03. Without limiting the
generality of the foregoing, the Servicer shall continue, and is
hereby authorized and empowered, to execute and deliver on behalf of
itself and the Master Servicer, all instruments of satisfaction or
cancellation, or of partial or full release, discharge and all other
comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties. Upon the request of the
Servicer, the Master Servicer shall execute and deliver to the
Servicer any powers of attorney and other documents, furnished to it
by the Servicer and reasonably satisfactory to the Master Servicer,
necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties under this Agreement.
Notwithstanding anything to the contrary in this Agreement, the
Servicer shall not waive any premium or penalty in connection with a
prepayment of principal of any Mortgage Loan, and shall not consent
to the modification of any Mortgage Note to the extent that such
modification relates to payment of a prepayment premium or penalty."
10. The words "Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc.,
owner of residential Mortgage Loans, Group No. 1997-LCIII, and various
Mortgagors" in the first paragraph of Section 3.03 are hereby deleted and
replaced with the following: "Norwest Bank Minnesota, National
Association, as master servicer for American Residential Eagle Bond Trust
1998-1 and First Union National Bank, as Bond Trustee."
11. Section 3.03 is further amended by deleting the word "and" at the end of
clause (vii), replacing the period at the end of clause (viii) with ";
and", and adding the following immediately after clause (viii):
"(ix) any principal prepayment penalties received in connection with
the Mortgage Loans."
12. Section 3.04 is amended by replacing the word "Owner" at the end of
subclause (iii) with the words "Bond Issuer and Bond Trustee".
13. Section 3.04 is further amended by adding the words "and for any unpaid
Servicing Fees" after the word "Advances" in subclause (iv); by adding
the words "REO Disposition Proceeds and other amounts recovered in
respect of the related REO Property" after the words "Insurance Proceeds"
in subclause (iv); and by replacing the word "Owner" with the words "Bond
Issuer and Bond Trustee" in subclause (iv).
14. The words "Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc.,
owner of residential Mortgage Loans, Group No. 1997-LCIII, and various
Mortgagors" in the first paragraph of Section 3.05 are hereby deleted and
replaced with the following: "Norwest Bank Minnesota, National
Association, as master servicer for American Residential Eagle Bond Trust
1998-1 and First Union National Bank, as Bond Trustee."
15. the third paragraph of Section 3.10 is deleted in its entirety.
16. The first paragraph of Section 4.01 is hereby deleted and replaced with
the following:
"On each Remittance Date the Servicer shall remit by wire transfer
of immediately available funds to the Master Servicer (a) all
amounts deposited in the Custodial Account as of the close of
business on the last day of the related Due Period (net of charges
against or withdrawals from the Custodial Account pursuant to
Section 3.04), minus (b) any amounts attributable to Principal
Prepayments, Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds or REO Disposition Proceeds received after the applicable
Prepayment Period, which amounts shall be remitted on the following
Remittance Date, and minus (c) any amounts attributable to Monthly
Payments collected but due on a due date or dates subsequent to the
first day of the month in which such Remittance Date occurs, which
amounts shall be remitted on the Remittance Date next succeeding the
Due Period for such amounts."
17. Section 4.02 is hereby amended by deleting the words "Remittance Date" in
the first line of such Section, and substituting the following: "tenth
Business Day of each month"
18. The following new Section is added after Section 9.02:
Section 9.03 Coordination with Special Servicer.
"On the second Business Day of each month, the Servicer shall orally
inform the Master Servicer and the Special Servicer as to which
Mortgage Loans have become delinquent for a period of 61 days or
more, without giving effect to any grace period permitted by the
related Mortgage Note (each, a "Distressed Mortgage Loan"). No
Mortgage Loan shall be considered to be delinquent for such purpose
by virtue of the related Mortgagor having made payment to a prior
servicer. Any such Mortgage Loan as to which all past due payments
are made prior to the Notice Date shall not be considered to be a
Distressed Mortgage Loan, and the servicing thereof shall not be
transferred as provided below. On the fourth Business Day of each
month (the "Notice Date"), the Servicer shall send by facsimile a
written listing of the Distressed Mortgage Loans to the Master
Servicer, the Bond Trustee and the Custodian, and shall mail to the
Mortgagor of each Mortgage Loan listed in a Transfer Notice a letter
advising each such Mortgagor of the transfer of the servicing of the
related Mortgage Loan to the Special Servicer, in accordance with
the Xxxxxxxx Xxxxxxxx National Affordable Housing Act of 1990;
provided, however, the content and format of such letter shall have
the prior approval of the Special Servicer. The Servicer shall
promptly provide the Special Servicer with copies of all such
notices. The transfer of servicing with respect to each such
Mortgage Loan to the Special Servicer shall be effected by the
Servicer not later than the fifteenth day following the applicable
Notice Date (the "Transfer Date"). By the Business Day immediately
following each Notice Date, the Servicer shall provide the Master
Servicer, the Special Servicer, the Trustee and the Custodian with a
certification (the "Transfer Notice") listing the Distressed
Mortgage Loans.
At least five Business Days prior to the Transfer Date, the Servicer
shall deliver, with respect to the Distressed Mortgage Loans listed
on the related Transfer Notice, to the Special Servicer all
Servicing Files, and to the Special Servicer and the Master Servicer
a preliminary loan level tape or other electronic media (a "Report")
in form reasonably acceptable to the Servicer, the Master Servicer
and the Special Servicer. Within two Business Days following such
Transfer Date, the Servicer shall deliver such Report in final form
reasonably acceptable to the Master Servicer and the Special
Servicer, and commensurate with generally acceptable industry
standards, detailing the amount of any unreimbursed Monthly
Advances, Servicing Advances and accrued and unpaid Servicing Fees
on a loan level basis. Should the Master Servicer or the Special
Servicer desire a loan level tape or other electronic media
containing information which is not readily extractable from the
Servicer's servicing system, the Servicer shall diligently cooperate
to make such loan level data available to the Master Servicer and
Special Servicer. In addition, at least five Business Days prior to
the Transfer Date, the Servicer shall transfer to the Special
Servicer any funds held in an Escrow Account or Custodial Account
relating to the Distressed Mortgage Loans listed in the related
Transfer Notice. Upon the successful completion of the transfer of
servicing for Distressed Mortgage Loans, the Special Servicer will
reimburse the Servicer for any unreimbursed Monthly Advances,
Servicing Advances and accrued and unpaid Servicing Fees with
respect to such Distressed Mortgage Loans which have been properly
documented. The Servicer shall be paid, from the Custodial Account,
a termination fee of $25.00 for each Distressed Mortgage Loan
transferred to the Special Servicer.
In connection with the transfer of any Distressed Mortgage Loan, (i)
the Servicer will be responsible for servicing the Distressed
Mortgage Loan until the effective date of transfer of servicing to
the Special Servicer, but shall have no right or obligation to
service such Distressed Mortgage Loan from and after the effective
date of the transfer of servicing to the Special Servicer, (ii)
notwithstanding clause (i) above, the Servicer shall include the
Distressed Mortgage Loan in its monthly remittance report pursuant
to Section 4.02 for the month in which such transfer is effected and
shall be obligated, to make the Monthly Advance with respect to such
Distressed Mortgage Loan on the Remittance Date in the month in
which such transfer is effected, in each case, regardless of whether
the Remittance Date occurs before or after the effective date of
such transfer, (iii) the amount of Monthly Advances to be reimbursed
to the Servicer by the Special Servicer hereunder shall include the
Monthly Advance described in clause (ii) above regardless of whether
the Servicer makes such Monthly Advance before or after the
effective date of such transfer, (iv) the Servicer shall, no later
than the end of the month in which such transfer is effected,
provide to the Special Servicer loan level information (in the loan
level tape or other electronic media or other agreed-upon form)
regarding the Distressed Mortgage Loan during the month of such
transfer as may be necessary to enable the Special Servicer to
provide such information in its remittance report for the next
following month, and (v) the Servicer shall not be entitled to the
Servicing Fee with regard to any such Distressed Mortgage Loan for
the month in which such transfer occurs."
19. The following paragraph is added at the end of Section 10.01:
"Neither the Master Servicer nor any successor servicer (including
Xxxxxx Capital, AmREIT and the Master Servicer) shall be liable for
any acts or omissions of the Servicer or any predecessor servicer.
In particular, neither the Master Servicer nor any successor
servicer (including Xxxxxx Capital, AmREIT and the Master Servicer)
shall be liable for any servicing errors or interruptions resulting
from any failure of the Servicer to maintain computer and other
information systems that are year-2000 compliant."
20. The following words are hereby added after the words "Attention: Xxxx
Xxxxx" in Section 10.06(ii):
"with a copy to:
Aurora Loan Services Inc.
000 Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxxxx, Xxxxxxxx 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxx Xxxxxxxx"
