Exhibit 99.4
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as
of the 1st day of March, 2006, by and between XXXXXX BROTHERS HOLDINGS, INC., a
Delaware corporation ("LBH" or "Seller"), and XXXXX FARGO BANK, N.A., a national
banking association (the "Servicer"), and acknowledged by AURORA LOAN SERVICES
LLC, a Delaware corporation ("Aurora" or "Master Servicer") and CITIBANK, N.A.,
a national banking association, solely in its capacity as trustee under the
Trust Agreement defined below (the "Trustee"), recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB ("LBB") acquired certain conventional,
residential, fixed rate, first lien mortgage loans from the Servicer, which
mortgage loans were either originated or acquired by the Servicer.
WHEREAS, the Seller has conveyed certain Mortgage Loans (the "Mortgage
Loans") to Structured Asset Securities Corporation, a Delaware special purpose
corporation ("SASCO"), which in turn has conveyed the Mortgage Loans to the
Trustee, pursuant to a trust agreement, dated as of March 1, 2006 (the "Trust
Agreement"), attached as Exhibit B-1 hereto, among the Trustee, the Master
Servicer and SASCO, as depositor (the "Depositor").
WHEREAS, the Mortgage Loans are currently being serviced by the Servicer
pursuant to two (2) agreements, Seller's Warranties and Servicing Agreements, in
each case by and between LBB, as purchaser, and the Servicer, as seller and
servicer, dated as of July 1, 2005 and November 1, 2005, and annexed hereto as
Exhibit C-1, and from now forward serviced under that Seller's Warranties and
Servicing Agreement between LBB, as purchaser, and the Servicer, as seller and
servicer, dated as of January 1, 2006 (the "SWSA"), and annexed hereto as
Exhibit C-2.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as of
March 1, 2006 (the "Assignment and Assumption Agreement"), and annexed hereto as
Exhibit B-2, LBB has assigned all of its rights, title and interest in the
Mortgage Loans as well as all of its rights and obligations as purchaser under
the SWSA to LBH, and LBH has accepted such assignment.
WHEREAS, the Seller desires that the Servicer continue to service the
Mortgage Loans, and the Servicer has agreed to do so, pursuant to the SWSA,
subject to the rights of the Seller and the Master Servicer to terminate the
rights and obligations of the Servicer hereunder as set forth herein and to the
other conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the SWSA
shall apply to the Mortgage Loans, but only to the extent provided herein and
that this Agreement shall govern the Mortgage Loans for so long as such Mortgage
Loans remain subject to the provisions of the Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Mortgage Loans
on behalf of the Trustee, and shall have the right, under certain circumstances,
to terminate the rights and obligations of the Servicer under this Agreement.
WHEREAS, 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 and any provisions of the SWSA incorporated by
reference herein (regardless if such terms are defined in the SWSA), shall have
the meanings ascribed to such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that Xxxxx Fargo Bank,
N.A. will act as custodian (the "Custodian") of the Servicing Files for the
Trustee pursuant to the Custodial Agreement, dated as of March 1, 2006, between
the Custodian and the Trustee.
3. Servicing. The Servicer agrees, with respect to the Mortgage Loans, to
perform and observe the duties, responsibilities and obligations that are to be
performed and observed under the provisions of the SWSA, except as otherwise
provided herein and on Exhibit A hereto, and that the provisions of the SWSA, as
so modified, are and shall be a part of this Agreement to the same extent as if
set forth herein in full.
The Servicer additionally agrees that the Servicer will fully furnish, in
accordance with the Fair Credit Reporting Act of 1970, as amended (the "Fair
Credit Reporting Act") and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files to
Equifax, Experian, and Trans Union Credit Information Company (three of the
credit repositories) on a monthly basis.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation of
Section 4.05 and Section 5.01 of the SWSA, the remittance on April 18, 2006, to
the Trust Fund is to include principal due after March 1, 2006 (the "Trust
Cut-off Date"), plus interest, at the Mortgage Loan Remittance Rate collected
during the related Due Period exclusive of any portion thereof allocable to a
period prior to the Trust Cut-off Date, with the adjustments specified in
clauses (b), (c), (d) and (e) of Section 5.01 of the SWSA.
5. Master Servicing; Termination of Servicer. The Servicer, including any
successor servicer hereunder, shall be subject to the supervision of the Master
Servicer, which Master Servicer shall be obligated to ensure that the Servicer
services the Mortgage Loans in accordance with the provisions of this Agreement.
The Master Servicer, acting on behalf of the Trustee and the SASCO 2006-3H Trust
Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the
same rights as the Seller under the SWSA to enforce the obligations of the
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Servicer under the SWSA and the term "Purchaser" as used in the SWSA in
connection with any rights of the Purchaser shall refer to the Master Servicer,
except as otherwise specified in Exhibit A hereto. The Master Servicer shall be
entitled to terminate the rights and obligations of the Servicer under this
Agreement upon the failure of the Servicer to perform any of its obligations
under this Agreement, as provided in Article X (Default) of the SWSA.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer be required to assume any obligations of the Seller under the SWSA;
and, in connection with the performance of the Master Servicer's duties
hereunder, the parties and other signatories hereto agree that the Master
Servicer shall be entitled to all of the rights, protections and limitations of
liability afforded to the Master Servicer under the Trust Agreement.
6. No Representations. Neither the Servicer nor the Master Servicer shall
be obligated or required to make any representations and warranties regarding
the characteristics of the Mortgage Loans (other than those representations and
warranties made by the Servicer in Section 3.01 of the SWSA, which the Servicer
hereby restates as of the Closing Date) in connection with the transactions
contemplated by the Trust Agreement and issuance of the Certificates issued
pursuant thereto.
7. Notices. All notices and communications between or among the parties
hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, Master Servicing,
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SASCO 2006-3H
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank, National Association
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services LLC,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
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For further credit to: SASCO 2006-3H
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Citibank Agency and Trust (SASCO 2006-3H)
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All written information required to be delivered to the Seller hereunder
shall be delivered to LBH at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Contract Finance - SASCO 2006-3H
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the SWSA.
8. Acknowledgement. The Servicer hereby acknowledges that the rights and
obligations of LBB under the SWSA will be assigned to the Seller on the Closing
Date pursuant to the Assignment and Assumption Agreement; that such rights and
obligations, as amended by this Agreement will, in turn, be re-assigned by the
Seller to SASCO under the Mortgage Loan Sale and Assignment Agreement; and that
such rights and obligations will simultaneously be re-assigned by SASCO to the
Trust Fund under the Trust Agreement. The Servicer agrees that the Assignment
and Assumption Agreement, the Mortgage Loan Sale and Assignment Agreement and
the Trust Agreement will each be a valid assignment and assumption agreement or
other assignment document required pursuant to Sections 2.02 and 12.10 of the
SWSA and will constitute a valid assignment and assumption of the rights and
obligations of LBB under the SWSA to the Seller, by the Seller to SASCO, and by
SASCO to the Trust Fund, as applicable. In addition, the Trust Fund will make a
REMIC election. The Servicer hereby consents to each such assignment and
assumption and acknowledges the Trust Fund's REMIC election.
9. 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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10. 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.
11. Reconstitution. The Seller and the Servicer agree that this Agreement
is a reconstituted agreement executed in connection with a "Securitization
Transaction," and that the date hereof is the "Reconstitution Date," each as
defined in the SWSA.
[Signatures follow]
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Seller
By: /S/
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
XXXXX FARGO BANK, N.A.,
as Servicer
By: /S/
-------------------------------
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES LLC,
as Master Servicer
By: /S/
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
CITIBANK, N.A.
as Trustee and not individually
By: /S/
-------------------------------
Name:
Title:
EXHIBIT A
Modifications to the SWSA
1. Unless otherwise specified herein, any provisions of the SWSA, including
definitions, relating to (i) representations and warranties relating to
the Mortgage Loans and not relating to the servicing of the Mortgage
Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan
Transfers, Securitization Transactions and Reconstitution, and (iv)
Assignments of Mortgage, shall be disregarded for purposes relating to
this Agreement. The exhibits to the SWSA and all references to such
exhibits shall also be disregarded.
2. The definition of "Accepted Servicing Practices" in Article I is hereby
amended to read as follows:
Accepted Servicing Practices: With respect to any Mortgage Loan,
those mortgage servicing practices (i) of prudent mortgage lending
institutions which service mortgage loans of the same type as such
Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located and (ii) in accordance with applicable state,
local and federal laws, rules and regulations.
3. The definition of "Custodial Agreement" in Article I is hereby amended to
read as follows:
Custodial Agreement: Each custodial agreement relating to custody of
certain of the Mortgage Loans, each between a Custodian and the
Trustee and each acknowledged by the Master Servicer, the Seller,
the Servicer and the Depositor, each dated as of March 1, 2006.
4. The definition of "Custodian" in Article I is hereby amended to read as
follows:
Custodian: means Xxxxx Fargo Bank, N.A. and any of its successors
and assigns.
5. The definition of "Determination Date" in Article I is hereby amended to
read as follows:
Determination Date: With respect to each Remittance Date, the 15th
day of the month in which such Remittance Date occurs, or, if such
15th day is not a Business Day, the next succeeding Business Day.
6. A new definition of "Document Transfer Event" is hereby added to Article I
immediately following the definition of "Determination Date" to read as
follows:
Document Transfer Event: The day on which (i) Xxxxx Fargo Bank, N.A.
or any successor thereto is no longer the servicer of any of the
Mortgage Loans, (ii) the senior, unsecured long-term debt rating of
Xxxxx Fargo & Company is less than
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"BBB-" by Fitch or (iii) any Rating Agency requires the Servicer to
deliver the Retained Mortgage Files to the Custodian.
7. The definition of "First Remittance Date" in Article I is hereby deleted
in its entirety.
8. New definition of "MERS Eligible Mortgage Loan" is hereby added to Article
I immediately following the definition of "MERS" to read as follows:
MERS Eligible Mortgage Loan: Any Mortgage Loan that has been
designated by the Servicer as recordable in the name of MERS, as
nominee.
9. The definition of "Mortgage Interest Rate" in Article I is hereby amended
by adding the phrase "net of any Relief Act Reduction" to the end of such
definition.
10. New definitions of "Non-MERS Eligible Mortgage Loan" and "Non-MERS
Mortgage Loans" are hereby added to Article I immediately following the
definition of "Non-Assigned Letter of Credit" to read as follows:
Non-MERS Eligible Mortgage Loan: Any Mortgage Loan other than a MERS
Eligible Mortgage Loan.
Non-MERS Mortgage Loan: Any Mortgage Loan other than a MERS Mortgage
Loan.
11. New definitions of "Prepayment Charge," "Prepayment Charge Schedule" and
"Prepayment Interest Shortfall Amount" are added to Article I to
immediately precede the definition of "Prime Rate" and to read as follows:
Prepayment Charge: means with respect to any Mortgage Loan and
Distribution Date, the charges or premiums, if any, exclusive of any
servicing charges collected by the Servicer in connection with a
Mortgage Loan payoff, due in connection with a full prepayment of
such Mortgage Loan during the Principal Prepayment Period in
accordance with the terms thereof (other than any Servicer
Prepayment Charge Payment Amount).
Prepayment Charge Schedule: means a data field in the Schedule of
Mortgage Loans attached as Schedule I hereto which indicates the
amount and method of calculation of the Prepayment Charge and the
period during which such Prepayment Charge is imposed with respect
to a Mortgage Loan.
Prepayment Interest Shortfall Amount: means, with respect to any
Mortgage Loan that was subject to a Principal Prepayment in full or
in part during any 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
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to such Mortgage Loan and ending on the day immediately preceding
such Due Date, inclusive.
12. The definition of "Qualified Depository" is hereby amended to read as
follows:
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, but no more than 365 days, or (ii)
the corporate trust department of a federal or state-chartered
depository institution subject to regulations regarding fiduciary
funds on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), which, in either case, has corporate
trust powers, acting in its fiduciary capacity.
13. A new definition of "Realized Loss" is added to Article I immediately
following the definition of "Rating Agencies" to read as follows:
Realized Loss: With respect to each Liquidated Mortgage Loan (as
defined in the Trust Agreement), an amount equal to (i) the unpaid
principal balance of such Mortgage Loan as of the date of
liquidation, minus (ii) Liquidation Proceeds received, to the extent
allocable to principal, net of amounts that are reimbursable
therefrom to the Master Servicer or the Servicer with respect to
such Mortgage Loan (other than Monthly Advances of principal)
including expenses of liquidation.
14. A new definition of "Relief Act Reduction" is hereby added to Article I
immediately following the definition of "Regulation AB" to read as
follows:
Relief Act Reduction: With respect to any Mortgage Loan as to which
there has been a reduction in the amount of the interest collectible
thereon as a result of the application of the Servicemembers Civil
Relief Act, any amount by which interest collectible on such
Mortgage Loan for the Due Date in the related Due Period is less
than the interest accrued thereon for the applicable one-month
period at the Mortgage Interest Rate without giving effect to such
reduction.
15. A new definition of "Servicer Prepayment Charge Payment Amount" is added
to Article I immediately after the definition of "Servicer" to read as
follows:
Servicer Prepayment Charge Payment Amount: Any amount paid by the
Servicer as a result of an impermissible waiver of a Prepayment
Charge pursuant to Section 4.01 of this Agreement.
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16. Section 2.01 (Conveyance of Mortgage Loans; Possession of Custodial
Mortgage Files; Maintenance of Retained Mortgage File and Servicing Files)
is hereby amended as follows:
(i) by deleting the first paragraph thereof and replacing the word
"Purchaser" with the words "Trustee and the Trust Fund" in each instance;
and
(ii) by adding the following after the word "Purchaser" in the
fifteenth line of the second paragraph:
or within 60 days of the occurrence of a Document Transfer Event
17. Section 2.02 (Books and Records; Transfers of Mortgage Loans) is hereby
amended as follows:
(i) by replacing the reference to "Purchaser" in the first paragraph and
the second sentence of the second paragraph of such section with
"Trustee and the Trust Fund;" and
(ii) by adding the following paragraph as the last paragraph of such
section:
Only if so requested by the Seller or the Master Servicer, the
Servicer, at the Depositor's expense, shall cause to be properly
prepared and recorded as Assignment of Mortgage in favor of the
Trustee with respect to each Non-MERS Mortgage Loan in each public
recording office where such Non-MERS Mortgage Loans are recorded, as
soon as practicable after the Closing Date (but in no event more
than 90 days thereafter to the extent delays are caused by the
applicable recording office).
18. The parties acknowledge that the fourth paragraph of Section 2.02 shall be
inapplicable to this Agreement.
19. The parties acknowledge that Section 2.03 (Custodial Agreement; Delivery
of Documents) shall be superceded by the provisions of the Custodial
Agreement.
20. The first paragraph of Section 3.01 (Company Representations and
Warranties) is hereby amended by replacing the words "to the Purchaser"
with "to the Trust Fund, the Master Servicer, the Depositor and the
Trustee."
21. Section 3.01(c) (No Conflicts) is hereby amended by deleting the words
"the acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser."
22. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second and third sentences thereof.
23. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans."
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24. Section 3.01 (i) (Selection Process), Section 3.01(k) (Sale Treatment),
Section 3.01(m) (No Brokers' Fees) and Section 3.01(n) (Fair
Consideration) shall be inapplicable to this Agreement.
25. A new paragraph is hereby added at the end of Section 3.01 (Company
Representations and Warranties) to read as follows:
It is understood and agreed that the representations and
warranties set forth in Section 3.01 (a) through (h), (j) and (l)
shall survive the engagement of the Servicer to perform the
servicing responsibilities hereunder and the delivery of the
Servicing Files to the Servicer and shall inure to the benefit of
the Depositor, the Trustee, the Trust Fund and the Master Servicer.
Upon discovery by either the Servicer, the Depositor, the Master
Servicer or the Trustee of a breach of any of the foregoing
representations and warranties which materially and adversely
affects the ability of the Servicer to perform its duties and
obligations under this Agreement or otherwise materially and
adversely affects the value of the Mortgage Loans, the Mortgaged
Property or the priority of the security interest on such Mortgaged
Property or the interest of the Depositor, Trustee or the Trust
Fund, the party discovering such breach shall give prompt written
notice to the other.
Within 60 days of the earlier of either discovery by or notice
to the Servicer of any breach of a representation or warranty set
forth in Section 3.01 which materially and adversely affects the
ability of the Servicer to perform its duties and obligations under
this Agreement or otherwise materially and adversely affects the
value of the Loans, the Mortgaged Property or the priority of the
security interest on such Mortgaged Property, the Servicer shall use
its best efforts promptly to cure such breach in all material
respects and, if such breach cannot be cured, the Servicer shall, at
the Trustee's or Master Servicer's option, assign the Servicer's
rights and obligations under this Agreement (or respecting the
affected Loans) to a successor Servicer selected by the Master
Servicer with the prior consent and approval of the Trustee (if and
to the extent required under the Trust Agreement). Such assignment
shall be made in accordance with Section 12.01.
In addition, the Servicer shall indemnify (from its own funds)
the Depositor, the Trustee, the Trust Fund and Master Servicer and
hold each of them harmless against any costs resulting from any
claim, demand, defense or assertion based on or grounded upon, or
resulting from, a breach of the Servicer's representations and
warranties contained in this Agreement. It is understood and agreed
that the remedies set forth in this Section 3.01 constitute the sole
remedies of the Depositor, the Master Servicer, the Trust Fund and
the Trustee respecting a breach of the foregoing representations and
warranties.
Any cause of action against the Servicer relating to or
arising out of the breach of any representations and warranties made
in Section 3.01 shall accrue upon (i) discovery of such breach by
the Servicer or notice thereof by the Trustee or Master Servicer to
the Servicer, (ii) failure by the Servicer to cure such breach
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within the applicable cure period, and (iii) demand upon the
Servicer by the Depositor, the Trustee or the Master Servicer for
compliance with this Agreement.
26. Section 4.01 (Company to Act as Servicer) is hereby amended by replacing
the second paragraph of such section with the following:
Consistent with the terms of this Agreement, the Servicer may
waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of any such term or in any manner grant indulgence
to any Mortgagor if in the Servicer's reasonable and prudent
determination such waiver, modification, postponement or indulgence
is not materially adverse to the Purchaser, provided, however, that
unless the Mortgagor is in default with respect to the Mortgage Loan
or such default is, in the judgment of the Servicer, imminent, the
Servicer shall not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate, forgive
the payment of principal or interest, reduce or increase the
outstanding principal balance (except for actual payments of
principal) or change the final maturity date on such Mortgage Loan.
The Servicer shall be entitled to reimbursement for such advances to
the same extent as for all other advances made pursuant to Section
5.03. Without limiting the generality of the foregoing, the Servicer
shall continue, and is hereby authorized and empowered, to execute
and deliver on behalf of itself and the Purchaser, all instruments
of satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect to the
Mortgage Loans and with respect to the Mortgaged Properties;
provided, further, that upon the full release or discharge, the
Servicer shall notify the related Custodian of the related Mortgage
Loan of such full release or discharge. If reasonably required by
the Servicer, the Purchaser shall furnish the Servicer with any
powers of attorney and other documents necessary or appropriate to
enable the Servicer to carry out its servicing and administrative
duties under this Agreement. Promptly after the execution of any
assumption, modification, consolidation or extension of any Mortgage
Loan, the Servicer shall forward to the Master Servicer copies of
any documents evidencing such assumption, modification,
consolidation or extension. Notwithstanding anything to the contrary
contained in this Agreement, the Servicer shall not make or permit
any modification, waiver or amendment of any term of any Mortgage
Loan that would cause any REMIC created under the Trust Agreement to
fail to qualify as a REMIC or result in the imposition of any tax
under Section 860F(a) or Section 860G(d) of the Code.
27. Section 4.04 (Establishment of and Deposits to Custodial Account) is
hereby amended as follows:
(i) the words "in trust for the Purchaser and/or subsequent
purchasers of Mortgage Loans - P&I" in the fourth and fifth lines of the
first sentence of the first paragraph shall be replaced by the following:
"in trust for SASCO 2006-3H Trust Fund and various Mortgagors".
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(ii) by amending clause (viii) to read as follows:
(viii) the amount of any Prepayment Interest Shortfall Amount
paid out of the Servicer's own funds without any right
to reimbursement therefor;
28. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended as follows:
(i) by replacing the last five lines of clause (ii) with the
following:
the Trust Fund; provided however, that in the event that the
Servicer determines in good faith that any unreimbursed Monthly
Advances will not be recoverable from amounts representing late
recoveries of payments of principal or interest respecting the
particular Mortgage Loan as to which such Monthly Advance was made
or from Liquidation Proceeds or Insurance Proceeds with respect to
such Mortgage Loan, the Servicer may reimburse itself for such
amounts from the Custodial Account, it being understood, in the case
of any such reimbursement, that the Servicer's right thereto shall
be prior to the rights of the Trust Fund; and
(ii) by amending clause (v) thereof by adding the words "Section
4.01 and" before the reference to Section 8.01.
29. Section 4.06 (Establishment of and Deposits to Escrow Account) is hereby
amended by deleting the words "Purchaser and/or subsequent purchasers of
Mortgage Loans, and various Mortgagors - T&I" in the fourth and fifth
lines of the first sentence of the first paragraph, and replacing it with
the following:
in trust for the SASCO 2006-3H Trust Fund and various Mortgagors.
30. Section 4.07 (Permitted Withdrawals from Escrow Account) is hereby amended
by removing the word "and" at the end of clause (vii), replacing the
period at the end of clause (viii) with "; and" and adding a new clause
(ix) to read as follows:
(ix) to transfer funds to another Eligible Institution in
accordance with Section 4.09 hereof.
31. Section 4.09 (Protection of Accounts) is hereby amended as follows:
(i) by replacing the words "the Purchaser" with "the Master
Servicer" in each instance; and
(ii) by adding the following sentence as the last sentence of such
section:
The Company shall give notice to the Master Servicer of any
transfer of the Custodial Account, the Subsidy Account or the Escrow
Account to a different Qualified Depository no later than 30 days
after any such transfer is made and deliver to the Master Servicer,
upon request, a certification notice in the form of
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Exhibit F or Exhibit G, as applicable, with respect to such
Qualified Depository.
32. Section 4.16 (Title, Management and Disposition of REO Property) is hereby
amended by (i) replacing the reference to "one year" in the seventh line
of the second paragraph thereof with "three years", (ii) adding two new
paragraphs after the second paragraph thereof to read as follows:
In the event that the Trust Fund acquires any REO Property in
connection with a default or imminent default on a Mortgage Loan,
the Servicer shall dispose of such REO Property not later than the
end of the third taxable year after the year of its acquisition by
the Trust Fund unless the Servicer has applied for and received a
grant of extension from the Internal Revenue Service ( and provided
a copy of the same to the Master Servicer and the Trustee) to the
effect that, under the REMIC Provisions and any relevant proposed
legislation and under applicable state law, the applicable Trust
REMIC may hold REO Property for a longer period without adversely
affecting the REMIC status of such REMIC or causing the imposition
of a federal or state tax upon such REMIC. If the Servicer has
received such an extension, then the Servicer shall continue to
attempt to sell the REO Property for its fair market value for such
period longer than three years as such extension permits (the
"Extended Period"). If the Servicer has not received such an
extension and the Servicer is unable to sell the REO Property within
the period ending 3 months before the end of such third taxable year
after its acquisition by the Trust Fund or if the Servicer has
received such an extension, and the Servicer is unable to sell the
REO Property within the period ending three months before the close
of the Extended Period, the Servicer shall, before the end of the
three year period or the Extended Period, as applicable, (i)
purchase such REO Property at a price equal to the REO Property's
fair market value or (ii) auction the REO Property to the highest
bidder (which may be the Servicer) in an auction reasonably designed
to produce a fair price prior to the expiration of the three-year
period or the Extended Period, as the case may be. The Trustee shall
sign any document or take any other action reasonably requested by
the Servicer which would enable the Servicer, on behalf of the Trust
Fund, to request such grant of extension.
Notwithstanding any other provisions of this Agreement, no REO
Property acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used by or on behalf of the
Trust Fund in such a manner or pursuant to any terms that would: (i)
cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code; or (ii)
subject any Trust REMIC to the imposition of any federal income
taxes on the income earned from such REO Property, including any
taxes imposed by reason of Sections 860F or 860G(c) of the Code,
unless the Servicer has agreed to indemnify and hold harmless the
Trust Fund with respect to the imposition of any such taxes.
A-8
(iii) deleting the first sentence of the third paragraph thereto;
(iv) replacing the word "sentence" with "paragraph", in the seventh
line of the third paragraph thereto;
(v) replacing the word "advances" in the sixth line of the fifth
paragraph thereof with "Monthly Advances," and
(vi) by adding the following to the end of such Section:
Prior to acceptance by the Servicer of an offer to sell any REO
Property, the Servicer shall notify the Master Servicer of such
offer in writing which notification shall set forth all material
terms of said offer (each a "Notice of Sale"). The Master Servicer
shall be deemed to have approved the sale of any REO Property unless
the Master Servicer notifies the Servicer in writing, within five
(5) days after its receipt of the related Notice of Sale, that it
disapproves of the related sale, in which case the Servicer shall
not proceed with such sale.
33. Section 5.01 (Remittances) is hereby amended as follows:
(i) by adding the following after the second paragraph of such
Section:
All remittances required to be made to the Master Servicer
shall be made to the following wire account or to such other account
as may be specified by the Master Servicer from time to time:
JPMorgan Chase Bank
New York, New York
ABA #: 000-000-000
Account Name: Aurora Loan Services LLC
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: SASCO 2006-3H
(ii) by replacing the words "second Business Day" in the first and
second sentences of the second paragraph of such section with
"first Business Day."
34. Section 5.02 (Statements to Purchaser) is hereby amended to read as
follows:
Section 5.02 Statements to Master Servicer.
Not later than the tenth calendar day of each month (or if
such calendar day is not a Business Day, the immediately preceding
Business Day), the Servicer shall furnish to the Master Servicer (i)
a monthly remittance advice in the format set forth in Exhibit D-1
hereto and a monthly defaulted loan report in the format set forth
in Exhibit D-2 hereto (or in such other format mutually agreed to
A-9
between the Servicer and the Master Servicer) 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; provided, however, the information required by Exhibit D-2
is limited to that which is readily available to the Servicer and is
mutually agreed to by the Servicer and Master Servicer.
35. Section 6.04 (Annual Statement as to Compliance) is hereby amended as
follows:
(a) replacing the words "the Purchaser and any Depositor" with
"the Master Servicer and the Depositor" in each instance; and
(b) replacing the words "the Purchaser and such Depositor" with
"the Master Servicer and such Depositor" in each instance."
36. Section 6.05 (Annual Independent Public Accountants' Servicing Report) is
hereby deleted in its entirety.
37. Section 6.06 (Report on Assessment of Compliance and Attestation) is
hereby amended as follows:
I. Throughout Section 6.06:
(a) by replacing the words "the Purchaser and any Depositor" with
"the Depositor and the Master Servicer" in each instance;
(b) by replacing the words "the Purchaser and such Depositor" with
"the Depositor and such Master Servicer" in each instance;
(c) by replacing the words "delivered to the Purchaser" with
"delivered to the Depositor and the Master Servicer"; and
(d) by replacing the words "deliver to the Purchaser, any
Depositor" with "deliver to the Depositor and the Master
Servicer."
II. In Section 6.06(i), by deleting the final sentence of subsection (i)
and replacing it with:
"Such report shall be addressed to the Purchaser and such
Depositor and signed by an authorized officer of the Company,
and shall, at a minimum, address each of the Servicing
Criteria specified in the form of Exhibit M hereto delivered
to the Purchaser at the time of any Securitization
Transaction;"
38. Section 8.01 (Indemnification; Third Party Claims) is hereby amended to
read as follows:
The Servicer shall indemnify Xxxxxx Brothers Bank, FSB, the
Depositor, the Trust Fund, the Trustee and the Master Servicer and
hold each of them
A-10
harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that any of
such parties may sustain in any way related to the failure of the
Servicer to perform its duties and service the Mortgage Loans in
strict compliance with the terms of this Agreement (including, but
not limited to its obligations to provide any information, report,
certification, accountants' letter or other material pursuant to
Sections 6.04 and 6.06 hereunder) or for any inaccurate or
misleading information provided pursuant to Sections 6.04 and 6.06
hereunder. The Servicer immediately shall notify Xxxxxx Brothers
Bank, FSB, the Master Servicer and the Trustee or any other relevant
party if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior written
consent of the indemnified party, which consent shall not be
unreasonably withheld or delayed) the defense of any such claim and
pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or any of such parties in respect of such
claim. The Servicer shall follow any written instructions received
from the Master Servicer or the Trustee in connection with such
claim. The Servicer shall provide the Trustee (with a copy to the
Master Servicer) with a written report of all expenses and advances
incurred by the Servicer pursuant to this Section 8.01, and the
Trustee (after consultation with the Master Servicer) from the
assets of the Trust Fund promptly shall reimburse the Servicer for
all amounts advanced by it pursuant to the preceding sentence except
when the claim is in any way 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 this Servicer.
39. Subsection (c) of Section 9.01 (Removal of Mortgage Loans from Inclusion
Under this Agreement Upon the Securitization Transaction) shall be
inapplicable to this Agreement.
40. Section 9.01 (Removal of Mortgage Loans from Inclusion Under this
Agreement Upon the Securitization Transaction) is hereby amended by:
(a) subsection (e) is hereby amended by (1) changing the reference
to "the Purchaser, each affiliate of the Purchaser" to "the
Trust Fund, the Master Servicer, the Depositor and the
Trustee," (2) deleting the reference to "or the Depositor,"
and (3) deleting the reference to "and the Depositor"; and
(b) changing any reference to "Purchaser" to "Master Servicer" in
each instance in subsections (d) and (e) and the last four
paragraphs of Section 9.01.
41. Section 9.01 (Removal of Mortgage Loans from Inclusion Under this
Agreement Upon the Securitization Transaction), subsection (d)(i)(D) is
hereby restated as follows:
"d(i)(D) a description of any affiliation or relationship (of a type
described in Item 1119 of Regulation AB) between the Company, each
A-11
Third-Party Originator, each Subservicer and any of the parties
listed on Exhibit L hereto."
42. Section 9.01 (Removal of Mortgage Loans from Inclusion Under this
Agreement Upon the Securitization Transaction), subsection (d)(i)(D) is
hereby restated as follows:
(d)(vi)(A)(7) there are no affiliations, relationships or
transactions relating to the Company, any Subservicer or any
Third-Party Originator with respect to any Securitization
Transaction and any party listed on Exhibit L hereto.
43. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer";
(b) changing the reference to "five (5) days" to "two (2) Business
Days" in clause (i); and
(c) adding the words "within the applicable cure period" after the
word "remedied" in the first line of the second paragraph.
44. 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".
45. Section 11.01 (Termination) is hereby amended by restating subclause (ii)
thereof to read as below and adding the following sentence after the first
sentence of Section 11.01:
(ii) mutual consent of the Servicer and the Master Servicer in
writing, provided such termination is also acceptable to the
Trustee and the Rating Agencies.
At the time of any termination of the Servicer pursuant to Section
11.01, the Servicer shall be entitled to all accrued and unpaid Servicing
Fees and unreimbursed Servicing Advances and Monthly Advances; provided,
however, in the event of a termination for cause under Sections 10.01
hereof, such unreimbursed amounts shall not be reimbursed to the Servicer
until such amounts are received by the Trust Fund from the related
Mortgage Loans.
46. Section 11.02 (Termination Without Cause) is hereby amended by replacing
the first reference to "Purchaser" with "Xxxxxx Brothers Bank, FSB (with
the prior consent of the Trustee)" and by replacing all other references
to "Purchaser" with "Xxxxxx Brothers Bank, FSB."
47. Section 12.01 (Successor to Company) is hereby amended to read as follows:
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Sections 8.04, 10.01, 11.01(ii) or 11.02, the Master Servicer shall,
in accordance with the provisions of the Trust
A-12
Agreement (i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this
Agreement, or (ii) appoint a successor meeting the eligibility
requirements of this Agreement, and which shall succeed to all
rights and assume all of the responsibilities, duties and
liabilities of the Servicer under this Agreement with the
termination of the Servicer's responsibilities, duties and
liabilities under this Agreement. Any successor to the Servicer that
is not at that time a Servicer of other mortgage loans for the Trust
Fund shall be subject to the approval of the Master Servicer, Xxxxxx
Brothers Bank, FSB, the Trustee and each Rating Agency (as such term
is defined in the Trust Agreement). Unless the successor servicer is
at that time a servicer of other mortgage loans for the Trust Fund,
each Rating Agency must deliver to the Trustee a letter to the
effect that such transfer of servicing will not result in a
qualification, withdrawal or downgrade of the then-current rating of
any of the Certificates. In connection with such appointment and
assumption, the Master Servicer or Xxxxxx Brothers Bank, FSB, as
applicable, may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation
shall be in excess of that permitted the Servicer under this
Agreement. In the event that the Servicer's duties, responsibilities
and liabilities under this Agreement should be terminated pursuant
to the aforementioned sections, the Servicer shall discharge such
duties and responsibilities during the period from the date it
acquires knowledge of such termination until the effective date
thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action
whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the
Servicer pursuant to the aforementioned sections shall not become
effective until a successor shall be appointed pursuant to this
Section 12.01 and shall in no event relieve the Servicer of the
representations and warranties made pursuant to Sections 3.01 and
3.02 and the remedies available to the Trust Fund under Section 3.03
shall be applicable to the Servicer notwithstanding any such
resignation or termination of the Servicer, or the termination of
this Agreement.
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.
A-13
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Trustee, the Servicer and the Master
Servicer an instrument (i) accepting such appointment, wherein the
successor shall make an assumption of the due and punctual
performance and observance of each covenant and condition to be
performed and observed by the Servicer under this Agreement,
whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer, with like effect as if originally named
as a party to this Agreement. Any termination or resignation of the
Servicer or termination of this Agreement pursuant to Sections 8.04,
10.01, 11.01 or 11.02 shall not affect any claims that the Master
Servicer or the Trustee may have against the Servicer arising out of
the Servicer's actions or failure to act prior to any such
termination or resignation.
The Servicer shall deliver, within three (3) Business Days of
the appointment of a successor Servicer, the funds in the Custodial
Account and Escrow Account and all Collateral Files, Credit Files
and related documents and statements held by it hereunder to the
successor Servicer and the Servicer shall account for all funds and
shall execute and deliver such instruments and do such other things
as may reasonably be required to more fully and definitively vest in
the successor all such rights, powers, duties, responsibilities,
obligations and liabilities of the Servicer.
Upon a successor's acceptance of appointment as such, the
Servicer shall notify the Trustee and Master Servicer of such
appointment in accordance with the notice procedures set forth
herein.
Except as otherwise provided in this Agreement, all reasonable
costs and expenses incurred in connection with any transfer of
servicing hereunder (whether as a result of termination or removal
of the Servicer or resignation of the Servicer or otherwise),
including, without limitation, the costs and expenses of the Master
Servicer or any other Person in appointing a successor servicer, or
of the Master Servicer in assuming the responsibilities of the
Servicer hereunder, or of transferring the Servicing Files and the
other necessary data to the successor servicer shall be paid by the
terminated, removed or resigning Servicer from its own funds without
reimbursement.
48. Section 12.02 (Amendment) is hereby amended by replacing the words "by
written agreement signed by the Company and the Purchaser" with "by
written agreement signed by the Servicer and Xxxxxx Brothers Bank, FSB,
with the written consent of the Master Servicer and the Trustee".
49. Section 12.04 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
50. Section 12.10 (Assignment by Purchaser) is hereby deleted in its entirety.
A-14
51. Section 12.11 (Solicitation of Mortgagor) is hereby amended by replacing
the words "the Purchaser" with "Xxxxxx Brothers Bank, FSB" in each
instance.
52. A new Section 12.12 (Intended Third Party Beneficiaries) is hereby added
to the SWSA to read as follows:
Section 12.12 Intended Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties to
this Agreement agree that it is appropriate, in furtherance of the
intent of such parties as set forth herein, that the Trust Fund,
Master Servicer, the Depositor and the Trustee receive the benefit
of the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such provisions.
The Servicer shall have the same obligations to the Trust Fund, the
Master Servicer, the Depositor and the Trustee as if they were
parties to this Agreement, and the Trust Fund, the Master Servicer,
the Depositor and the Trustee shall have the same rights and
remedies to enforce the provisions of this Agreement as if they were
parties to this Agreement. The Servicer shall only take direction
from the Master Servicer (if direction by the Master Servicer is
required under this Agreement) unless otherwise directed by this
Agreement. Notwithstanding the foregoing, all rights and obligations
of the Trust Fund, the Master Servicer, the Depositor and the
Trustee hereunder (other than the right to indemnification) shall
terminate upon termination of the Trust Agreement and of the Trust
Fund pursuant to the Trust Agreement.
53. Exhibit L (Transaction Parties) is hereby added to the SWSA.
54. Exhibit H to the SWSA is hereby replaced by Exhibit M attached hereto.
X-00
XXXXXXX X-0
Trust Agreement
[See Exhibit 4.1]
B-1
EXHIBIT B-2
Assignment and Assumption Agreement
[Intentionally omitted]
B-2
EXHIBIT C-1
Seller's Warranties and Servicing Agreement dated as of July 1, 2005
Seller's Warranties and Servicing Agreement dated as of November 1, 2005
EXHIBIT C-2
[See Exhibit 99.6]
EXHIBIT C-3
[See Exhibit 99.6]
Exhibit D-1
MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED 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 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 Chapter of bankruptcy filed.
11=Chapter 11 filed 12=Chapter 12 filed
13=Chapter 13 filed
------------------------------------------------------------------------------------------------------------------------------------
D-2-1
------------------------------------------------------------------------------------------------------------------------------------
Bankruptcy flag VARCHAR2(2) Y= Active Bankruptcy Servicer defined indicator that identifies that
N= No Active Bankruptcy the property is an asset in an active bankruptcy
case.
------------------------------------------------------------------------------------------------------------------------------------
Bankruptcy Case Number VARCHAR2(15) The court assigned case number of the bankruptcy
filed by a party with interest in the property.
------------------------------------------------------------------------------------------------------------------------------------
MI claim amount paid NUMBER(15,2) The amount paid to the servicer by the PMI company
as a result of submitting an MI claim.
------------------------------------------------------------------------------------------------------------------------------------
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 Name of vendor or management company that provided
Appraisal=Appraisal 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.
------------------------------------------------------------------------------------------------------------------------------------
D-2-2
------------------------------------------------------------------------------------------------------------------------------------
Delinquency flag VARCHAR2(2) Y= 90+ delinq. Not in FC, Servicer defined indicator that indentifies
Bky or Loss mit that the loan is delinquent but is not
N= Less than 90 days involved in loss mitigation, foreclosure,
delinquent bankruptcy or REO.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure flag VARCHAR2(2) Y= Active foreclosure Servicer defined indicator that identifies that
N= No active foreclosure 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.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure attorney DATE(MM/DD/YYYY) Actual date that the loan was referred to local
referral date 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 Name of vendor or management company that provided
Appraisal=Appraisal 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
------------------------------------------------------------------------------------------------------------------------------------
D-2-3
------------------------------------------------------------------------------------------------------------------------------------
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 Type of loan being serviced generally defined by
2=VA Residential 3=Conventional w/o PMI the existence of certain types of insurance. (ie:
4=Commercial 5=FHA Project FHA, VA, conventional insured, conventional
6=Conventional w/PMI 7=HUD 235/265 uninsured, SBA, etc.)
8=Daily Simple 9=Farm Loan
Interest Loan U=Unknown
S=Sub prime
------------------------------------------------------------------------------------------------------------------------------------
Loss mit approval date DATE(MM/DD/YYYY) The date determined that the servicer and mortgagor
agree to pursue a defined loss mitigation
alternative.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit flag VARCHAR2(2) Y=Active loss mitigation Servicer defined indicator that identifies that
N=No active loss mitigation the loan is involved in completing aloss 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.
------------------------------------------------------------------------------------------------------------------------------------
D-2-4
------------------------------------------------------------------------------------------------------------------------------------
Loss mit type VARCHAR2(2) L= Loss Mitigation The defined loss mitigation alternative identified
LT=Ligitation pending NP=Pending on the loss mit approval date.
CH=Charge off non-performing sale
FB=Forbearance plan DI=Deed in lieu
PC=Partial claim MO=Modification
SH=Short sale VA=VA refunding
------------------------------------------------------------------------------------------------------------------------------------
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 Date that the lost mitigation valuation amount
Appraisal=Appraisal 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 The most recent status of the property regarding
T=Tenant occupied U=Unknown who if anyone is occupying the property. Typically
V=Vacant a result of a routine property inspection.
------------------------------------------------------------------------------------------------------------------------------------
First Vacancydate/ DATE(MM/DD/YYYY) The date that the most recent occupancy status
Occupancy status date was determined. Typically the date of the most
recent property inspection.
------------------------------------------------------------------------------------------------------------------------------------
D-2-5
------------------------------------------------------------------------------------------------------------------------------------
Original loan amount NUMBER(10,2) Amount of the contractual obligations (ie: note and
mortgage/deed of trust).
------------------------------------------------------------------------------------------------------------------------------------
Original value amount NUMBER(10,2) Appraised value of property as of origination
typically determined through the appraisal process.
------------------------------------------------------------------------------------------------------------------------------------
Origination date DATE(MM/DD/YYYY) Date that the contractual obligations (ie: 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 fro 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 2=Good Physical condition of the property as most recently
3=Average 4=Fair reported to the servicer by vendor or property
5=Poor 6=Very poor management company.
------------------------------------------------------------------------------------------------------------------------------------
Property type VARCHAR2(2) 1= Single family Type of property secured by mortgage such as:
2= Town house 3= Condo single family, 2-4 unit, etc.
4= Multifamily 5= Other
6= Prefabricated B= Commercial
C= Land only 7= Mobile home
U= Unknown D= Farm
A= Church P= PUD
R= Row house O= Co-op
M= Manufactured housing 24=2-4 family
CT=Condotel MU=Mixed use
------------------------------------------------------------------------------------------------------------------------------------
D-2-6
------------------------------------------------------------------------------------------------------------------------------------
Reason for default VARCHAR2(3) Cause of delinquency as identified by mortgagor.
001=Death of principal mtgr
02=Illness of principal mtgr
003=Illness of mtgr's family member
004=Death of mtgr's family member
005=Marital difficulties
006=Curtailment of income
007=Excessive obligations
008=Abandonment of property
009=Distant employee transfer
011=Property problem
012=Inability to sell property
013=Inability to rent property
014=Military service
015=Other
016=Unemployment
017=Business failure
019=Casualty loss
022=Energy-Environment costs
023= Servicing problems
026= Payment adjustment
027=Payment dispute
029=Transfer ownership pending
030=Fraud
031=Unable to contact borrower
INC=Incarceration
------------------------------------------------------------------------------------------------------------------------------------
REO repaired value NUMBER(10,2) The projected value of the property that is adjusted
from the "as is" value assuming necessary repairs
have been made to the property as determined by the
vendor/property management company.
------------------------------------------------------------------------------------------------------------------------------------
REO list price NUMBER(15,2) The most recent listing/pricing amount as updated by
adjustment amount 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
copmany.
------------------------------------------------------------------------------------------------------------------------------------
D-2-7
------------------------------------------------------------------------------------------------------------------------------------
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 Servicer defined indicator that identifies
N=No active REO 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 Name of vendor or management company that
Appraisal=Appraisal 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.
------------------------------------------------------------------------------------------------------------------------------------
D-2-8
------------------------------------------------------------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------------------------------------------------------------
Repay plan DATE(MM/DD/YYYY) The servicer defined date upon which the servicer
broken/reinstated/closed date 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 forebearance 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(MM/DD/YYYY) The actual date that the title approval was received
date 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
------------------------------------------------------------------------------------------------------------------------------------
D-2-9
------------------------------------------------------------------------------------------------------------------------------------
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) US postal zip code that corresponds to property
location.
------------------------------------------------------------------------------------------------------------------------------------
FNMA Delinquency status code VARCHAR2(3) 09=Forbearance The code that is electronically reported to
17=Preforeclosure sale 24=Drug seizure FNMA by the servicer that reflects the current
26=Refinance 27=Assumption defaulted status of a loan. (ie: 65, 67, 43 or 44)
28=Modification 29=Charge-off
30=Third-party sale 31=Probate
32=Military indulgence 43=Foreclosure
44=Deed-in-lieu 49=Assignment
61=Second lien 62=VA no-bid
considerations
63=VA Refund 64=VA Buydown
65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy
67=Ch. 13 bankruptcy
------------------------------------------------------------------------------------------------------------------------------------
FNMA delinquency reason code VARCHAR2(3) The code that is electronically reported to FNMA
001=Death of principal mtgr by the servicer that describes the circumstance
002=Illness of principal mtgr that appears to be the primary contributing factor
003=Illness of mtgr's family member to the delinquency.
004=Death of mtgr's family member
005=Marital difficulties
006=Curtailment of income
007=Excessive obligations
008=Abandonment of property
009=Distant employee transfer
011=Property problem
012=Inability to sell property
013=Inability to rent property
014=Military service
015=Other
016=Unemployment
017=Business failure
019=Casualty loss
022=Energy-Environment costs
023=Servicing problems
026=Payment adjustment
------------------------------------------------------------------------------------------------------------------------------------
D-2-10
------------------------------------------------------------------------------------------------------------------------------------
027=Payment dispute
029=Transfer ownership pending
030=Fraud
031=Unable to contact borrower
INC=Incarceration
------------------------------------------------------------------------------------------------------------------------------------
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-2-11
EXHIBIT L
TRANSACTION PARTIES
Trustee: Citibank, N.A.
Master Servicer: Aurora Loan Services LLC
Credit Risk Manager: N/A
PMI Insurer: N/A
Interest Rate Swap Counterparty: N/A
Interest Rate Cap Counterparty: N/A
Servicers: Aurora Loan Services LLC, Countrywide Home Loans Servicing LP, GMAC
Mortgage Corporation, SunTrust Mortgage, Inc., and Xxxxx Fargo Bank, N.A.
Originators: Commercial Federal Mortgage Corporation, Countrywide Home Loans
Servicing LP, GMAC Mortgage Corporation, GreenPoint Mortgage Funding, Inc., NBC
Mortgage, Realty Mortgage Corporation, SouthTrust Corporation, SunTrust
Mortgage, Inc., and Xxxxx Fargo Bank, N.A
Custodian: Xxxxx Fargo Bank, N.A.
Seller: Xxxxxx Brothers Holdings Inc.
L-1-1
EXHIBIT M
EXHIBIT REGARDING SERVICING CRITERIA TO BE ADDRESSED
IN REPORT ON ASSESSMENT OF COMPLIANCE
Well Fargo Bank, N.A.
1 Home Campus
Xxx Xxxxxx, Xxxx 00000-0000
Attn. : Xxxx X. Xxxxx, MAC x2401-042
Well Fargo Bank, N.A.
7430 New Technology Way
Attn. : Structured Finance Manager, MAC x3906-012
Well Fargo Bank, N.A.
1 Home Campus
Xxx Xxxxxx, Xxxx 00000-0000
Attn. : General Counsel, MAC x2401-06T
Reference is made to that certain Seller's Warranties and Servicing
Agreement, dated as of January 1, 2006 (the "Agreement"), by and between Xxxxxx
Brothers Bank, FSB and Xxxxx Fargo Bank, N.A. relating to the servicing of
Mortgage Loans (as defined in the Agreement. Capitalized terms used herein but
not otherwise defined shall have the meanings set forth in the Agreement. This
is delivered pursuant to Section 6.06 of the Agreement.
The assessment of compliance to be delivered by Xxxxx Fargo Bank, N.A.
shall address, at a minimum, the criteria identified as below as "Applicable
Servicing Criteria", as identified by a xxxx in the column titled "Applicable
Servicing Criteria":
-------------------------------------------------------------------------------------------------------------------------------
Reg AB Servicing Criteria Applicable Inapplicable
Reference Servicing Servicing
Criteria Criteria
-------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
-------------------------------------------------------------------------------------------------------------------------------
Policies and procedures are instituted to monitor any X
performance or X other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
If any material servicing activities are outsourced to third parties, X
policies and procedures are instituted to monitor the third party's
1122(d)(1)(ii) performance and compliance with such servicing activities.
-------------------------------------------------------------------------------------------------------------------------------
Any requirements in the transaction agreements to maintain a back-up X
1122(d)(1)(iii) servicer for the mortgage loans are maintained.
-------------------------------------------------------------------------------------------------------------------------------
A fidelity bond and errors and omissions policy is in X
effect on the party participating in the servicing
function throughout the reporting period in the amount of
coverage required by and otherwise in accordance
1122(d)(1)(iv) with the terms of the transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
M-1
-------------------------------------------------------------------------------------------------------------------------------
Reg AB Servicing Criteria con't Applicable Inapplicable
Reference Servicing Servicing
Criteria Criteria
-------------------------------------------------------------------------------------------------------------------------------
Cash Collection and Administration
-------------------------------------------------------------------------------------------------------------------------------
Payments on mortgage loans are deposited into the appropriate custodial X
bank accounts and related bank clearing accounts no more than two
business days following receipt, or such other number of days specified
1122(d)(2)(i) in the transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
Disbursements made via wire transfer on behalf of an obligor or to an X
1122(d)(2)(ii) investor are made only by authorized personnel.
-------------------------------------------------------------------------------------------------------------------------------
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees X
charged for such advances, are made, reviewed and approved
as specified in the transaction
1122(d)(2)(iii) agreements.
-------------------------------------------------------------------------------------------------------------------------------
The related accounts for the transaction, such as cash reserve accounts X
or accounts established as a form of overcollateralization, are
separately maintained (e.g., with respect to commingling of cash) as set
1122(d)(2)(iv) forth in the transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign
financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the
1122(d)(2)(v) Securities Exchange Act.
-------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X
-------------------------------------------------------------------------------------------------------------------------------
Reconciliations are prepared on a monthly basis for all asset-backed X
securities related bank accounts, including custodial accounts and
related bank clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number of days specified in
the transaction agreements; (C) reviewed and approved by someone other
than the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are resolved
within 90 calendar days of their original identification, or such other
1122(d)(2)(vii) number of days specified in the transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
-------------------------------------------------------------------------------------------------------------------------------
Reports to investors, including those to be filed with the Commission, X
are maintained in accordance with the transaction agreements and
applicable Commission requirements. Specifically, such reports (A) are
prepared in accordance with timeframes and other terms set forth in the
transaction agreements; (B) provide information calculated in accordance
with the terms specified in the transaction agreements; (C) are filed
with the Commission as required by its rules and regulations; and (D)
agree with investors' or the trustee's records as to the total unpaid
1122(d)(3)(i) principal balance and number of mortgage loans serviced by the Servicer.
-------------------------------------------------------------------------------------------------------------------------------
Amounts due to investors are allocated and remitted in accordance with X
timeframes, distribution priority and other terms set forth in the
1122(d)(3)(ii) transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
Disbursements made to an investor are posted within two X
business days to the Servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
Amounts remitted to investors per the investor reports X
agree with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
-------------------------------------------------------------------------------------------------------------------------------
M-2
-------------------------------------------------------------------------------------------------------------------------------
Reg AB Servicing Criteria con't Applicable Inapplicable
Reference Servicing Servicing
Criteria Criteria
-------------------------------------------------------------------------------------------------------------------------------
Pool Asset Administration
-------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as X
required by the transaction agreements or related
mortgage loan documents.
-------------------------------------------------------------------------------------------------------------------------------
Mortgage loan and related documents are safeguarded as required by the X
1122(d)(4)(ii) transaction agreements
-------------------------------------------------------------------------------------------------------------------------------
Any additions, removals or substitutions to the asset pool are made, X
reviewed and approved in accordance with any conditions or requirements
1122(d)(4)(iii) in the transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are
posted to the Servicer's obligor records maintained no more
than two business days after receipt, or such other number
of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g.,
escrow) in accordance with the related mortgage loan
1122(d)(4)(iv) documents.
-------------------------------------------------------------------------------------------------------------------------------
The Servicer's records regarding the mortgage loans agree with the X
1122(d)(4)(v) Servicer's records with respect to an obligor's unpaid principal balance.
-------------------------------------------------------------------------------------------------------------------------------
Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings)
are made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related
1122(d)(4)(vi) pool asset documents.
-------------------------------------------------------------------------------------------------------------------------------
Loss mitigation or recovery actions (e.g., forbearance X
plans, modifications and deeds in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the
1122(d)(4)(vii) transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
Records documenting collection efforts are maintained X
during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such records
are maintained on at least a monthly basis, or such other
period specified in the transaction agreements, and
describe the entity's activities in monitoring delinquent
mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency
1122(d)(4)(viii) is deemed temporary (e.g., illness or unemployment).
-------------------------------------------------------------------------------------------------------------------------------
Adjustments to interest rates or rates of return for mortgage loans with X
1122(d)(4)(ix) variable rates are computed based on the related mortgage loan documents.
-------------------------------------------------------------------------------------------------------------------------------
Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the obligor's
mortgage loan documents, on at least an annual basis, or such other
period specified in the transaction agreements; (B) interest on such
funds is paid, or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds are returned
to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the transaction
1122(d)(4)(x) agreements.
-------------------------------------------------------------------------------------------------------------------------------
Payments made on behalf of an obligor (such as tax or X
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided
that such support has been received by the servicer at
least 30 calendar days prior to these dates, or such other
1122(d)(4)(xi) number of days specified in the transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
M-3
-------------------------------------------------------------------------------------------------------------------------------
Reg AB Servicing Criteria con't Applicable Inapplicable
Reference Servicing Servicing
Criteria Criteria
-------------------------------------------------------------------------------------------------------------------------------
Pool Asset Administration con't
-------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment X
to be made on behalf of an obligor are paid from the
Servicer's funds and not charged to the obligor, unless the
late payment was due to the obligor's error or omission.
-------------------------------------------------------------------------------------------------------------------------------
Disbursements made on behalf of an obligor are posted X
within two business days to the obligor's records
maintained by the servicer, or such other
1122(d)(4)(xiii) number of days specified in the transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
Delinquencies, charge-offs and uncollectible accounts are recognized and X
1122(d)(4)(xiv) recorded in accordance with the transaction agreements.
-------------------------------------------------------------------------------------------------------------------------------
Any external enhancement or other support, identified in X
Item 1114(a)(1) through (3) or Item 1115 of Regulation
AB, is maintained as set forth in the transaction
1122(d)(4)(xv) agreements.
-------------------------------------------------------------------------------------------------------------------------------
M-4
SCHEDULE I
Mortgage Loan Schedule
[Intentionally omitted]
Schedule I
