RECONSTITUTED SERVICING AGREEMENT
RECONSTITUTED
SERVICING AGREEMENT
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 1st
day of September, 2006 by and between XXXXXX BROTHERS HOLDINGS INC., a Delaware
corporation (the “Seller” or “LBH”), PHH MORTGAGE CORPORATION, f/k/a Cendant
Mortgage Corporation, a New Jersey corporation (the “Servicer”) having an office
at 0000 Xxxxxxxxxx Xxxx, Xx. Xxxxxx, Xxx Xxxxxx 00000, Aurora
Loan Services LLC, as master servicer (the “Master Servicer”), and acknowledged
by HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the “Trustee”), recites and
provides as follows:
RECITALS
WHEREAS,
Xxxxxx Brothers Bank, FSB (the “Bank”) acquired from time to time certain first
lien, residential mortgage loans from the Servicer and Xxxxxx’x Gate Residential
Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) (“Xxxxxx’x
Gate”), which mortgage loans were either originated or acquired by the Servicer
or Xxxxxx’x Gate, pursuant to a Mortgage Loan Flow Purchase, Sale &
Servicing Agreement, dated as of November 1, 2005, by and among the Bank, as
purchaser, the Servicer, as seller and Xxxxxx’x Gate attached hereto at Exhibit
B (the “Sale and Servicing Agreement”).
WHEREAS,
on or prior to the Closing Date (as defined herein) the Bank and LBH will enter
into an Assignment and Assumption Agreement, dated as of September 1, 2006
(the
“Assignment and Assumption Agreement”) pursuant to which the Bank will assign
all of its rights, title and interest in and to certain of such mortgage loans
as identified on Exhibit D hereto (the “Mortgage Loans”) to LBH and LBH will
assume all other rights and obligations of the Bank under the Sale and Servicing
Agreement to the extent the Sale and Servicing Agreement relates to the Mortgage
Loans.
WHEREAS,
on or prior to September 29, 2006, the Seller shall convey the Mortgage Loans
to
Structured Asset Securities Corporation, a Delaware special purpose corporation
(“SASCO” or the “Depositor”), which in turn shall convey the Mortgage Loans to
the Trustee, pursuant to a trust agreement dated as of September 1, 2006 (the
“Trust Agreement”), by and among the Trustee, the Master Servicer, Xxxxx Fargo
Bank, N.A., as securities administrator (the “Securities Administrator”) and
SASCO, as Depositor.
WHEREAS,
the Mortgage Loans are currently being serviced pursuant to the Sale and
Servicing Agreement.
WHEREAS,
the Seller and the Trustee desire that the Servicer continue to service the
Mortgage Loans, and the Servicer has agreed to do so, subject to the rights
of
the Seller and the Master Servicer to terminate the rights and obligations
of
the Servicer hereunder as set forth herein and to the other conditions set
forth
herein;
WHEREAS,
the 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 the conditions specified herein to
terminate for cause the rights and obligations of the Servicer under this
Agreement.
WHEREAS,
the Seller and the Servicer intend that the Trustee be an intended third party
beneficiary of this Agreement, so long as the Trust Agreement remains in
effect.
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 Sale and Servicing Agreement incorporated
by
reference herein (regardless of whether such terms are defined in the Sale
and
Servicing Agreement), shall have the meanings ascribed to such terms in the
Trust Agreement.
2. Custodianship.
The
parties hereto acknowledge that the custodial division of U.S. Bank National
Association will act as custodian of the Servicer’s Mortgage
Files
for the Trustee pursuant to the Trust Agreement.
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 Sale and Servicing Agreement, except as otherwise
provided herein and on Exhibit A hereto, and that the provisions of the Sale
and
Servicing Agreement, as so modified, are and shall be a part of this Agreement
to the same extent as if set forth herein in full.
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. In addition, with respect to any
Mortgage Loan serviced for a Xxxxxx Xxx pool, the Servicer shall transmit full
credit reporting data to each of such credit repositories in accordance with
Xxxxxx Mae Guide Announcement 95-19 (November 11, 1995), a copy of which is
attached hereto as Exhibit F, reporting each of the following statuses, each
month with respect to a Mortgage Loan in a Xxxxxx Xxx pool: New origination,
current, delinquent (30-60-90-days, etc), foreclosed or charged
off.
4. Master
Servicing; Termination of Servicer.
The
Servicer, including any successor servicer hereunder, shall be subject to the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
ensure that the Servicer services the Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Trustee and the LMT 2006-6 Trust Fund (the “Trust Fund”) created pursuant to the
Trust Agreement, shall have the same rights as the Seller as purchaser under
the
Sale and Servicing Agreement to enforce the obligations of the Servicer under
such Sale and Servicing Agreement and the term “Purchaser” as used in the Sale
and Servicing Agreement in connection with any rights of the Seller shall refer
to the Trust Fund or, as the context requires, the Master Servicer acting in
its
capacity as agent for the Trust Fund, except as otherwise specified in Exhibit
A
hereto. The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement upon the failure of the
Servicer to perform any of its obligations under this Agreement, which failure
results in an Event of Default as provided in Section 10.01 of the Sale and
Servicing Agreement. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer assume any of the obligations of the Seller
under the Sale and Servicing Agreement; 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.
2
5. Compliance
with HOEPA.
The
Servicer is currently in compliance with the Home Ownership and Equity
Protection Act (“HOEPA”) and will continue to operate its business in compliance
with HOEPA.
6. No
Representations.
Except
as described herein, 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 in Section 3.03 of the Sale and Servicing Agreement as of the
date thereof) 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
written information required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following
address:
Aurora
Loan Services LLC
00000
Xxxx Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxxx X. Xxxxxx (LMT 2006-6)
Telephone:
(000)
000-0000
Facsimile:
(000)
000-0000
3
All
remittances required to be made to the Master Servicer under this Agreement
shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan
Chase Bank, National Association
ABA#
000-000-000
Account
Name: Aurora Loan Services LLC
Master
Servicer Payment Clearance Account
Account
Number: 066-611059
Beneficiary:
Aurora Loan Services LLC
For
further credit to: LMT 2006-6
All
notices required to be delivered to the Trustee hereunder shall be delivered
to
the Trustee at the following address:
HSBC
Bank
USA, National Association
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Attention:
Corporate
Trust & Loan Agency (LMT 2006-6)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
notices required to be delivered to the Seller hereunder shall be delivered
to
the Seller at the following address:
Xxxxxx
Brothers Holdings Inc.
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Mortgage Finance, LMT 2006-6
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Attention:
LMT 2006-6
All
written information required
to be
delivered to the Servicer hereunder shall be delivered to the address of its
office as set forth in the first paragraph of this Agreement.
8. Acknowledgement.
The
Servicer hereby acknowledges that the rights and obligations of the Bank under
the Sale and Servicing Agreement 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, as
Depositor, 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 Section 2.05 of
the
Sale and Servicing Agreement and will constitute a valid assignment and
assumption of the rights and obligations of the Bank 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.
4
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.
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 constitutes the Assignment,
Assumption and Recognition Agreement required by the Sale and Servicing
Agreement.
5
Executed
as of the day and year first above written.
XXXXXX
BROTHERS HOLDINGS INC.,
as
Seller
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||
By: | /s/ Xxxxx X. Xxxxxxx | |
Name:
Xxxxx X. Xxxxxxx
Title:
Authorized Signatory
|
||
PHH
MORTGAGE CORPORATION,
as
Servicer
|
||
By: | /s/ Crissy Judge | |
Name:
Crissy Judge
Title:
Assistant Vice President
|
||
AURORA
LOAN SERVICES LLC
as
Master Servicer
|
||
By: | /s/ Xxxxxx X. Xxxxxx | |
Name:
Xxxxxx X. Xxxxxx
Title:
Vice President
|
||
Acknowledged: | ||
HSBC
BANK USA, NATIONAL ASSOCIATION,
as
Trustee
|
||
By: | /s/ Xxxxxxxx Xxxxxxx | ||||||
Name:
Xxxxxxxx Xxxxxxx
Title:
Vice President
|
EXHIBIT
A
Modifications
to the Sale and Servicing Agreement
Unless
otherwise specified herein, for purposes of this Agreement, including
definitions, relating to (i) representations and warranties of the Purchaser,
(ii) the sale and purchase of the Mortgage Loans, (iii) Funding Dates and (iv)
Specially Serviced Mortgage Loans, shall be disregarded. The exhibits to the
Sale and Servicing Agreement and all references to such exhibits shall also
be
disregarded.
1. |
For
reporting purposes, a Mortgage Loan is “delinquent” when any payment
contractually due thereon has not been made by the close of business
on
the Due Date therefor. Such Mortgage Loan is “30 days Delinquent” if such
payment has not been received by the close of business on the
corresponding day of the month immediately succeeding the month in
which
such payment was first due, or, if there is no such corresponding
day
(e.g., as when a 30-day month follows a 31-day month in which a payment
was due on the 31st day of such month), then on the last day of such
immediately succeeding month. Similarly for “60 days Delinquent” and the
second immediately succeeding month and “90 days Delinquent” and the third
immediately succeeding month.
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2. |
A
new definition of “Accepted Servicing Practices” is hereby added to
Article I as the first definition to read as
follows:
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Accepted
Servicing Practices:
With respect to any Mortgage Loan, those mortgage servicing practices (i)
of prudent mortgage lending institutions which service mortgage loans of the
same type as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located and (ii) in accordance with all applicable state, federal
and local laws.
3. |
The
definition of “Business Day” in Article I is hereby amended as
follows:
|
Business
Day:
Any day
other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings
and loan institutions in the States of New York, Colorado, [[Illinois]] and
New
Jersey are authorized or obligated by law or executive order to be
closed.
4. |
New
definitions of “PHH Servicing Fee” and “PHH Servicing Fee Rate” are hereby
added to Article I to immediately follow the definition of “PHH Guide” and
to read as follows:
|
PHH
Servicing Fee:
With
respect to each Mortgage Loan, an amount equal to one-twelfth the product of
(a)
the General Servicing Fee Rate and (b) the outstanding principal balance of
such
Mortgage Loan. The General Servicing Fee is payable solely from the interest
portion (including recoveries with respect to interest from Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Disposition
proceeds) of such Monthly Payment collected by the Servicer, or as otherwise
provided under this Agreement.
A-1
PHH
Servicing Fee Rate:
The
rate set forth on the Mortgage Loan Schedule with respect to each Mortgage
Loan.
5. |
The
definition of “Collection Account” is hereby deleted and all references to
“Collection Account” herein are hereby replaced with references to
“Custodial Account.”
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6. |
A
new definition of “Custodial Account” is hereby added to Article I to
immediately follow the definition of “Credit Documents”, to read as
follows:
|
Custodial
Account:
The
separate account or accounts created and maintained pursuant to Section
5.04.
7. |
A
new definition of “Custodial Agreement” is hereby added to Article I to
immediately follow the definition of “Custodial Account” to read as
follows:
|
Custodial
Agreement
means
the Custodial Agreement dated as of September 1, 2006 between the Custodian
and
the Trustee.
8. |
A
new definition of “Custodian” is hereby added to Article I to immediately
follow the definition of “Custodial Agreement” to read as
follows:
|
Custodian:
means
U.S. Bank, N.A., and each of its successors in interest, or any successor
custodian appointed pursuant to the Custodial Agreement.
9. |
The
definition of “Cut Off Date” in Article I is hereby amended in its
entirety to read as follows:
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Cut
Off Date:
September 1, 2006.
10. |
The
definition of “Eligible Account” is hereby
deleted.
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11. |
New
definitions of “Eligible Deposit Account” and “Eligible Institution” are
hereby added to Article I to immediately follow the definition of
“Due
Period” and to read as follows:
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Eligible
Deposit Account:
An
account that is maintained with a federal or state-chartered depository
institution or trust company that complies with the definition of Eligible
Institution.
Eligible
Institution:
Any of
the following:
(i) |
an
institution whose:
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(A) commercial
paper, short-term debt obligations, or other short-term deposits are rated
at
least “A-1+” or long-term unsecured debt obligations are rated at least “AA-“ by
S&P, if the amounts on deposit are to be held in the account for no more
than 365 days; or
(B) commercial
paper, short-term debt obligations, demand deposits, or other short-term
deposits are rated at least “A-2” by S&P, if the amounts on deposit are to
be held in the account for no more than 30 days and are not intended to be
used
as credit enhancement. Upon the loss of the required rating set forth in this
clause (i)(A) or clause (i)(B), the accounts shall be transferred immediately
to
accounts which have the required rating. Furthermore, commingling by the
Servicer is acceptable at the A-2 rating level if the Servicer is a bank, thrift
or depository and provided the Servicer has the capability to immediately
segregate funds and commence remittance to an Eligible Deposit Account upon
a
downgrade; or
A-2
(ii) the
corporate trust department of a federal depository institution or
state-chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal
Regulation Section 9.10(b), which, in either case, has corporate trust powers
and is acting in its fiduciary capacity.
12. |
The
terms “Environmental Assessment,” “Environmental Conditions Precedent to
Foreclosure” and “Environmental Laws” are hereby
deleted.
|
13. |
A
new definition of “Environmental Problem Property” in Article I is hereby
added to immediately follow the definition of “Eligible Institution” and
to read as follows:
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Environmental
Problem Property:
A
Mortgaged Property or REO Property that is in violation of any environmental
law, rule or regulation.
14. |
The
definition of “Escrow Account” in Article I is hereby amended in its
entirety to read as follows:
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Escrow
Account:
The
separate account or accounts created and maintained pursuant to Section
5.06.
15. |
New
definitions of “General Servicing Fee” and “General Servicing Fee Rate”
are hereby added to Article I to immediately follow the definition
of
“Funding Date” and to read as
follows:
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General
Servicing Fee:
With
respect to each Mortgage Loan, an amount equal to one-twelfth the product of
(a)
the General Servicing Fee Rate and (b) the outstanding principal balance of
such
Mortgage Loan. The General Servicing Fee is payable solely from the interest
portion (including recoveries with respect to interest from Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Disposition
proceeds) of such Monthly Payment collected by the Servicer, or as otherwise
provided under this Agreement.
General
Servicing Fee Rate:
0.250%
per annum.
16. |
The
definition of “Monthly Advance” in Article I is hereby amended in its
entirety to read as follows:
|
Monthly
Advance:
With
respect to each Remittance Date and each Mortgage Loan, an amount equal to
the
Monthly Payment (with the interest portion of such Monthly Payment adjusted
to
the Mortgage Loan Remittance Rate) that was due on the Mortgage Loan on the
Due
Date in the related Due Period, and that (i) was delinquent at the close of
business on the related Determination Date and (ii) was not the subject of
a
previous Monthly Advance, but only to the extent that such amount is expected,
in the reasonable judgment of the Servicer, to be recoverable from collections
or other recoveries in respect of such Mortgage Loan. To
the
extent that the Servicer determines that any such amount is not recoverable
from
collections or other recoveries in respect of such Mortgage Loan, such
determination shall be evidenced by a certificate of a Servicing Officer
delivered to the Master Servicer setting forth such determination and the
procedures and considerations of the Servicer forming the basis of such
determination, which shall include a copy of any broker’s price opinion and any
other information or reports obtained by the Servicer which may support such
determinations.
A-3
17. |
The
definition of “Mortgage Loan Schedule” in Article I is hereby amended in
its entirety to read as follows:
|
Mortgage
Loan Schedule:
The
schedule of Mortgage Loans setting forth certain information with respect to
the
Mortgage Loans, including the applicable PHH Servicing Fee Rate and the
applicable Prepayment Charge, if any, with respect to each Mortgage Loan, which
Mortgage Loan Schedule is attached as Exhibit B to this Agreement.
18. |
The
definition of “Note Rate” in Article I is hereby amended in its entirety
to read as follows:
|
Note
Rate:
The
annual rate of interest borne on a Mortgage Note after giving effect to any
applicable Relief Act Reduction.
19. |
A
new definition of “Opinion of Counsel” is hereby added to Article I to
read as follows:
|
Opinion
of Counsel
A
written opinion of counsel, who may be an employee of the Servicer, that is
reasonably acceptable to the Trustee, and the Master Servicer provided that
any
Opinion of Counsel relating to (a) qualification of the Mortgage Loans in a
REMIC or (b) compliance with the REMIC Provisions, must be an opinion of counsel
reasonably acceptable to the Trustee, the Master Servicer and the Seller, who
(i) is in fact independent of any Seller, the Servicer and any master servicer
of the Mortgage Loans, (ii) does not have any material direct or indirect
financial interest in the Servicer or any master servicer of the Mortgage Loans
or in an affiliate of any such entity and (iii) is not connected with any
Seller, the Servicer or any master servicer of the Mortgage Loans as an officer,
employee, director or person performing similar functions.
20. |
The
definition of “Primary Insurance Policy” is hereby deleted and all
references to “Primary Insurance Policy” herein are hereby replaced with
references to “PMI Policy.”
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21. |
New
definition of “PMI Policy” is hereby added to Article I to immediately
follow the definition of “Pledge Instruments” and to read as
follows:
|
PMI
Policy:
A
policy of primary mortgage guaranty insurance including all endorsements thereto
issued by a Qualified Mortgage Insurer, including any Bulk Policy or other
primary mortgage insurance policy acquired in respect of the Mortgage Loans,
as
required by this Agreement or the Trust Agreement with respect to certain
Mortgage Loans whether acquired by the Mortgagor, the lender or the Seller
on
behalf of the Trust Fund.
22. |
New
definitions of “Prepayment Charge” and Prepayment Charge Schedule” are
hereby added to Article I to immediately follow the definition of
“Prepaid
Monthly Payment” and to read as
follows:
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Prepayment
Charge:
With
respect to any Mortgage Loan and Remittance Date, the charges or premiums,
if
any, due in connection with a full or partial prepayment of such Mortgage Loan
during the immediately preceding Principal Prepayment Period in accordance
with
the terms thereof.
A-4
Prepayment
Charge Schedule:
A data
field in the Mortgage Loan Schedule which indicates the amount of the Prepayment
Charge and the term during which it is imposed with respect to a Mortgage
Loan.
23. |
The
definition of “Prepayment Interest Shortfall Amount” in Article I is
hereby amended in its entirety to read as
follows:
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Prepayment
Interest Shortfall Amount:
With
respect to any Remittance Date, for each Mortgage Loan that was subject to
a
Principal Prepayment in full or in part during the related Principal Prepayment
Period (other than Principal Prepayments relating to a repurchase of the
Mortgage Loan by a Seller or any other Person), which Principal Prepayment
was
applied to such Mortgage Loan prior to such Mortgage Loan’s Due Date in the
succeeding Principal Prepayment Period, the amount of interest (net the related
Servicing Fee for Principal Prepayments in full only) that would have accrued
on
the amount of such Principal Prepayment during the period commencing on the
date
as of which such Principal Prepayment was applied to such Mortgage Loan and
ending on the last day of the related Principal Prepayment Period.
24. |
The
definition of “Qualified Mortgage Insurer” in Article I is hereby amended
in its entirety to read as follows:
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Qualified
Mortgage Insurer:
A
mortgage guaranty insurance company duly authorized and licensed where required
by law to transact mortgage guaranty insurance business and approved as an
insurer by Xxxxxx Xxx or Xxxxxxx Mac.
25. |
A
new definition of “Relief Act Reduction” is hereby added to Article I to
immediately follow the definition of “Refinanced Mortgage Loan” and 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.
26. |
A
new definition of “REMIC Provisions” is hereby added to Article I to read
as follows:
|
REMIC
Provisions:
The
provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at sections 860A through 860G of Subchapter
M
of Chapter 1 of the Code, and related provisions, and regulations, including
proposed regulations and rulings, and administrative pronouncements promulgated
thereunder, as the foregoing may be in effect from time to time.
27. |
The
definition of “REO Property” in Article I is hereby amended by replacing
the word “Purchaser” with “Trustee on behalf of the Trust
Fund”.
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26. |
A
new definition of “Sarbanes Certifying Party” is hereby added to Article I
to immediately follow the definition of “Required Surety Payment” and to
read as follows:
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Sarbanes
Certifying Party:
A
Person who provides a certification required under the Xxxxxxxx-Xxxxx Act
of
2002 on behalf of the Trust Fund.
A-5
27. |
New
definitions of “Seller Remittance Amount” and “Seller Remittance Rate” are
hereby added to Article I to immediately follow the definition of
“Seller
Information” and to read as
follows:
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Seller
Remittance Amount:
With
respect to each Due Period and any Mortgage Loan, an amount equal to one-twelfth
the product of (a) the Seller Remittance Rate and (b) the outstanding principal
balance of the Mortgage Loan as of the related Determination Date. The Seller
Remittance Amount with respect to any Due Period shall not be reduced by the
amount of any Prepayment Interest Shortfall Amount with respect to the Mortgage
Loan. The obligation of the Servicer to pay the Seller Remittance Amount with
respect to a Mortgage Loan is limited to, and the Seller Remittance Amount
is
payable solely from the interest portion (including recoveries with respect
to
interest from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds
and REO Disposition proceeds) of the Monthly Payments collected by the Servicer
with respect to such Mortgage Loan, or as otherwise provided herein.
Seller
Remittance Rate:
With
respect to each Mortgage Loan, the difference between the General Servicing
Fee
Rate and the PHH Servicing Fee Rate.
28. |
The
definitions of “Servicing Fee” and “Servicing Fee Rate” in Article I are
hereby deleted. Unless otherwise indicated herein, references to
“Servicing Fee” and Servicing Fee Rate” are hereby replaced with
references to “General Servicing Fee” and “General Servicing Fee Rate.”
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29. |
The
parties hereto acknowledge that Section 2.02 (Possession of Mortgage
Files) shall be inapplicable to this Agreement, as superseded by
the
provisions of the Custodial Agreement and the Trust
Agreement.
|
30. |
The
parties hereto acknowledge that Section 2.05 (Transfer of Mortgage
Loans)
of the Sale and Servicing Agreement shall be modified to indicate
that the
Custodian shall prepare and execute at the direction of the Seller
any
note endorsements in connection with transfer of the Mortgage Loans
to the
Trust Fund as the owner of the Mortgage Loans and that the Seller
shall
pay for any fees associated with the preparation and execution of
such
note endorsements to the Trust
Fund.
|
31. |
Section
3.01(7) is hereby replaced in its entirety with the
following:
|
(7) No
Litigation Pending. There is no action, suit, proceeding or investigation
pending or, to the best of the Seller’s or any Subservicer’s knowledge,
threatened, against the Seller or any Subservicer, which, either in any one
instance or in the aggregate, if determined adversely to the Seller or any
Subservicer would adversely affect the sale of the Mortgage Loans to the
Purchaser or the execution, delivery or enforceability of this Agreement or
any
of the Mortgage Loans or result in any material liability of the Seller or
any
Subservicer, or draw into question the validity of this Agreement, or have
a
material adverse effect on the financial condition of the Seller or any
Subservicer, or would be likely to impair materially the ability of Seller
to
perform under the terms of this Agreement.
32. |
For
purposes of servicing only, the second, third, fourth and fifth paragraphs
of Section 3.04 (Repurchase & Substitution) are hereby restated to
read as follows:
|
(2) 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 3.02 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, 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 option,
assign the Servicer’s rights and obligations under this Agreement (or respecting
the affected Mortgage Loans) to a successor Servicer selected by the Master
Servicer with the prior consent and approval of the Trustee. Such assignment
shall be made in accordance with Section 12.01.
A-6
(3) In
addition, the Servicer shall indemnify (from its own funds) the Trustee, the
Trust Fund, and the Master Servicer and hold each of them harmless against
any
costs resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach of the Servicer’s representations and
warranties contained in this Agreement. It is understood and agreed that the
remedies set forth in this Section 3.04 constitute the sole remedies of the
Master Servicer, the Trust Fund, and the Trustee respecting a breach of the
foregoing representations and warranties.
(4) 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 within the applicable cure period, and (iii) demand upon the Servicer
by
the Trustee or the Master Servicer for compliance with this
Agreement.
33. |
Section
3.06 is hereby amended by replacing the words “the Purchaser and any
Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator and the Master Servicer” in each
instance.
|
34. |
Section
3.06(1)(vii) is hereby replaced in its entirety with the
following:
|
(vii)
there are no affiliations, relationships or transactions relating to a Seller,
the Servicer, any Subservicer or any Third-Party Originator with respect to
any
party listed on Exhibit G-3 hereto of a type described in Item 1119 of
Regulation AB.
35. |
Section
5.01 is hereby replaced in its entirety with the
following:
|
Section
5.01. Servicer
to Service.
The
Servicer, as an independent contractor, shall service and administer the related
Mortgage Loans from and after the Closing Date and shall have full power and
authority, acting alone, to do any and all things in connection with such
servicing and administration which the Servicer may deem necessary or desirable,
consistent with the terms of this Agreement and with Accepted Servicing
Practices.
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 strict compliance
with any such term or in any manner grant indulgence to any Mortgagor if in
the
Servicer’s reasonable and prudent determination such waiver, modification,
postponement or indulgence is not materially adverse to the Trust Fund;
provided,
however,
the
Servicer shall not permit any modification with respect to any Mortgage Loan
that would change the Note Rate, defer or forgive the payment of principal
or
interest, reduce or increase the outstanding principal balance (except for
actual payments of principal) or change the final maturity date on such Mortgage
Loan. In the event of any such modification which permits the deferral of
interest or principal payments on any Mortgage Loan, the Servicer shall, on
the
Business Day immediately preceding the Remittance Date in any month in which
any
such principal or interest payment has been deferred, make a Monthly Advance
in
accordance with Section 6.03, in an amount equal to the difference between
(a)
such month’s principal and one month’s interest at the Mortgage Loan Remittance
Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount
paid by the Mortgagor. The Servicer shall be entitled to reimbursement for
such
advances to the same extent as for all other advances pursuant to Section 6.04.
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 Trustee, 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, that, upon full release or discharge, the Company shall notify the
related Custodian of the related Mortgage Loan of such full release or
discharge. Upon the reasonable request of the Servicer, the Trustee shall
execute and deliver to the Servicer with any powers of attorney and other
documents, furnished to it by the Servicer and reasonably satisfactory to the
Trustee, necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties under this Agreement; provided
that
the
Trustee shall not be liable for the actions of the Servicer under such powers
of
attorney. 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.
A-7
The
Servicer shall not without the Trustee’s written consent: (i) initiate any
action, suit or proceedings solely under the Trustee’s name without indicating
the Servicer’s, representative capacity or (ii) take any action with the intent
to cause, and which actually does cause, the Trustee to be registered to do
business in any state. The Servicer shall indemnify the Trustee for any and
all
costs, liabilities and expenses incurred by the Trustee in connection with
the
negligent or willful misuse of such powers of attorney by the
Servicer.
In
servicing and administering the Mortgage Loans, the Servicer shall employ
procedures (including collection procedures) and exercise the same care that
it
would employ and exercise in servicing and administering mortgage loans for
its
own account, giving due consideration to Accepted Servicing Practices where
such
practices do not conflict with the requirements of this Agreement.
Except
as
provided below, the Servicer or any designee of the Servicer shall not waive
any
Prepayment Charge with respect to any Mortgage Loan. If the Servicer or its
designee fails to collect a Prepayment Charge at the time of the related
prepayment of any Mortgage Loan subject to such Prepayment Charge, the Servicer
shall pay to the Master Servicer at such time (by deposit to the Custodial
Account) an amount equal to the amount of the Prepayment Charge not collected;
provided,
however,
that
with respect to any Mortgage Loan as to which the original or a copy of the
Mortgage Note is not in the Servicer's possession (after the Servicer has used
commercially reasonable efforts to obtain the Mortgage Note from the related
Custodian), the Servicer shall not have any obligation to pay the amount of
any
uncollected Prepayment Charge under this Section 3.20 if the failure to collect
such amount is the result of inaccurate or incomplete information regarding
Prepayment Charges included on the Mortgage Loan Schedule relating to the
related Mortgage Loan. With respect to any Mortgage Loan as to which the
original or a copy of the Mortgage Note is not in the Servicer's possession
(after the Servicer has used commercially reasonable efforts to obtain the
Mortgage Note from the related Custodian), the Servicer may rely on the
Prepayment Charge data set forth on the related Mortgage Loan Schedule and
the
Servicer shall not have any liability for any loss resulting from the Servicer's
calculation of the Prepayment Charge utilizing the data contained in the related
Mortgage Loan Schedule. Notwithstanding the above, the Servicer or its designee
may waive (and shall waive, in the case of (ii)(c) below) a Prepayment Charge
without paying to the Master Servicer the amount of such Prepayment Charge
only
if such Prepayment Charge (i) relates to a defaulted Mortgage Loan (defined
as
61 days or more delinquent), and such waiver would maximize recovery of total
proceeds from the Mortgage Loan, taking into account the amount of such
Prepayment Charge and the related Mortgage Loan, or (ii) if the prepayment
is
not a result of a refinance by the Servicer or any of its affiliates and (a)
a
default under the Mortgage Loan is reasonably foreseeable and such waiver would
maximize recovery of total proceeds taking into account the value of such a
prepayment charge and the related Mortgage Loan, (b) the collection of the
Prepayment Charge would be in violation of applicable laws or (c)
notwithstanding any state or federal law to the contrary, any Prepayment Charge
in any instance when a Mortgage Loan is in foreclosure.
A-8
36. |
Section
5.04 (Establishment of Custodial Account; Deposits in Custodial Account)
is hereby amended as follows:
|
(i) by
amending the first paragraph thereof as follows:
The
Servicer shall segregate and hold all funds collected and received pursuant
to
the Mortgage Loans separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Custodial Accounts, in
the
form of time deposit or demand accounts, titled “PHH Mortgage Corporation in
trust for HSBC Bank USA, National Association, as Trustee for the Xxxxxx
Mortgage Trust, Series 2006-6.” The Custodial Account shall be an Eligible
Deposit Account established with an Eligible Institution. Any funds deposited
in
the Custodial Account may be invested in Permitted Investments subject to the
provisions of Section 3.11 hereof. Funds deposited in the Custodial Account
may
be drawn on by the Servicer in accordance with Section 3.04. The creation of
any
Custodial Account shall be evidenced by a letter agreement in the form of
Exhibit G-1 hereto. A copy of such certification or letter agreement shall
be
furnished to the Master Servicer no later than thirty (30) days after the
Closing Date in the form of Exhibit G-4 hereto.
(ii) |
by
replacing each reference to the phrase “Funding Date” in the second
paragraph of Section 5.04 with the phrase “Cut-off
Date”
|
(iii) |
by
adding new clauses (12), (13), (14), (15) and (16) to read as
follows:
|
(12) |
all
Prepayment Charges;
|
(13) |
with
respect to each Principal Prepayment in full or in part, the Prepayment
Interest Shortfall Amount, if any, for the month of distribution.
Such
deposit shall be made from the Servicer’s own funds, without reimbursement
therefor up to a maximum amount per month of the General Servicing
Fee
actually received for such month for the Mortgage
Loans;
|
A-9
(14) |
any
amounts received from the Seller of the Mortgage Loan or any other
person
giving representations and warranties with respect to the Mortgage
Loan,
in connection with the repurchase of any Mortgage
Loan;
|
(15) |
any
amounts received by the Servicer under a PMI Policy;
and
|
(16) |
any
Seller Remittance Amount.
|
37. |
Section
5.05 (Permitted Withdrawals from the Custodial Account) is hereby
amended
by adding new clauses (9) and (10) to read as
follows:
|
(9)
to
transfer funds to another Eligible Institution in accordance with Section 5.09
hereof; and
(10) to
invest
funds in certain Permitted Investments in accordance with Section 5.09
hereof.
38. |
Section
5.08 (Payment of Taxes, Insurance and Other Charges; Maintenance
of
Primary Insurance Policies; Collections Thereunder) is hereby amended
by
adding the following as the first paragraph
thereof:
|
The
Servicer shall segregate and hold all funds collected and received pursuant
to a
Mortgage Loan constituting escrow payments separate and apart from any of its
own funds and general assets and shall establish and maintain one or more Escrow
Accounts, in the form of time deposit or demand accounts, titled, “PHH Mortgage
Corporation in trust for HSBC Bank USA, National Association, as Trustee for
the
Xxxxxx Mortgage Trust, Series 2006-6” The Escrow Accounts shall be established
with either (i) an Eligible Institution or (ii) an account or accounts the
deposits in which are insured by the FDIC to the limits established by such
corporation, provided that any such deposits not so insured shall be maintained
in an Eligible Institution in a manner that shall provide maximum available
insurance thereunder. Funds deposited in the Escrow Account may be drawn on
by
the Servicer in accordance with Section 3.06. The creation of any Escrow Account
shall be evidenced by a letter agreement in the form of Exhibit G-2 hereto.
A
copy of such certification or letter agreement shall be furnished to the Master
Servicer.
39. |
Section
5.09 (Transfer of Accounts) is hereby amended in its entirety as
follows:
|
Section
5.09 Transfer
of Accounts.
The
Servicer may transfer the Custodial Account or any Escrow Account to a different
Eligible Institution from time to time; provided
that in
the event the Custodial Account or any Escrow Account is held in a depository
institution or trust company that ceases to be an Eligible Institution, the
Servicer shall transfer such Custodial Account or Escrow Account, as the case
may be, to an Eligible Institution no later than 30 days after any such transfer
is made in the form of Exhibit G-4 hereto. The Servicer shall give notice to
the
Master Servicer of any change in the location of the Custodial Account. The
Servicer shall bear any expenses, losses or damages sustained by the Master
Servicer or the Trustee if the Custodial Account and/or the Escrow Account
are
not demand deposit accounts.
A-10
Amounts
on deposit in the Custodial Account may at the option of the Servicer be
invested in Permitted Investments. Any such Permitted Investment shall mature
no
later than one day prior to the Remittance Date in each month; provided,
however,
that if
such Permitted Investment is an obligation of an Eligible Institution (other
than the Servicer) that maintains the Custodial Account, then such Permitted
Investment may mature on the related Remittance Date. Any such Permitted
Investment shall be made in the name of the Servicer in trust for the benefit
of
the Trustee. All income on or gain realized from any such Permitted Investment
shall be for the benefit of the Servicer and may be withdrawn at any time by
the
Servicer. Any losses incurred in respect of any such investment shall be
deposited in the Custodial Account, by the Servicer out of its own funds
immediately as realized. If, at any time, the amount on deposit in the Custodial
Account exceeds the amount of the applicable FDIC insurance, such excess above
the amount of the applicable FDIC insurance shall be invested in Permitted
Investments.
Amounts
on deposit in the Custodial Account and the Escrow Account may at the option
of
the Servicer be invested in Permitted Investments; provided
that
in
the event that amounts on deposit in the Custodial Account or the Escrow Account
exceed the amount fully insured by the FDIC (the “Insured Amount”), the Servicer
shall be obligated to invest the excess amount over the Insured Amount in
Permitted Investments on the same Business Day as such excess amount becomes
present in the Custodial Account or the Escrow Account. Any such Permitted
Investment shall mature no later than the Business Day immediately preceding
the
related Remittance Date. Any such Permitted Investment shall be made in the
name
of the Servicer in trust for the benefit of the Trustee. All income on or gain
realized from any such Permitted Investment shall be for the benefit of the
Servicer and may be withdrawn at any time by the Servicer. Any losses incurred
in respect of any such investment shall be deposited in the Custodial Account
or
the Escrow Account by the Servicer out of its own funds immediately as
realized.
40. |
Section
5.14 (Management of REO Properties) is hereby amended in its entirety
as
follows:
|
Section
5.14 Management
of REO Properties.
In
the
event that title to any Mortgaged Property is acquired in foreclosure or by
deed
in lieu of foreclosure, the deed or certificate of sale shall be taken in the
name of the Trustee or its nominee in trust for the benefit of the
Certificateholders, or in the event the Trustee is not authorized or permitted
to hold title to real property in the state where the REO Property is located,
or would be adversely affected under the “doing business” or tax laws of such
state by so holding title, the deed or certificate of sale shall be taken in
the
name of such Person or Persons as shall be consistent with an Opinion of Counsel
obtained by the Servicer (with a copy delivered to the Trustee) from any
attorney duly licensed to practice law in the state where the REO Property
is
located. The Person or Persons holding such title other than the Trustee shall
acknowledge in writing that such title is being held as nominee for the
Trustee.
The
Servicer shall manage, conserve, protect and operate each REO Property for
the
Trustee solely for the purpose of its prompt disposition and sale. The Servicer,
either itself or through an agent selected by the Servicer, shall manage,
conserve, protect and operate the REO Property in the same manner that it
manages, conserves, protects and operates other foreclosed property for its
own
account, and in the same manner that similar property in the same locality
as
the REO Property is managed. The Servicer shall attempt to sell the same (and
may temporarily rent the same for a period not greater than one year, except
as
otherwise provided below) on such terms and conditions as the Servicer deems
to
be in the best interest of the Trustee and the Certificateholders.
A-11
If
the
Servicer hereafter becomes aware that a Mortgaged Property is an Environmental
Problem Property, the Servicer will notify the Master Servicer of the existence
of the Environmental Problem Property. Additionally, the Servicer shall set
forth in such notice a description of such problem, a recommendation to the
Master Servicer relating to the proposed action regarding the Environmental
Problem Property, and the Servicer shall carry out the recommendation set forth
in such notice unless otherwise directed by Master Servicer in writing within
five (5) days after its receipt (or deemed receipt) of such notice in accordance
with the terms and provisions of this Agreement. Notwithstanding the foregoing,
the Servicer shall obtain the Master Servicer's written consent to any
expenditures proposed to remediate Environmental Problem Properties or to defend
any claims associated with Environmental Problem Properties if such expenses,
in
the aggregate, are expected to exceed $100,000. Failure to provide written
notice of disapproval of the expenditure within five (5) days of receipt (or
deemed receipt) of such request for prepaid expenditures shall be deemed an
approval of such expenditure. If the Servicer has received reliable instructions
to the effect that a Property is an Environmental Problem Property (e.g.,
Servicer obtains a broker's price opinion which reveals the potential for such
problem), the Servicer will not accept a deed-in-lieu of foreclosure upon any
such Property without first obtaining a preliminary environmental investigation
for the Property satisfactory to the Master Servicer.
In
the
event that the Trust Fund acquires any REO Property in connection with a default
or imminent default on a Mortgage Loan, the Servicer shall dispose of such
REO
Property not later than the end of the third taxable year after the year of
its
acquisition by the Trust Fund unless the Servicer has applied for and received
a
grant of extension from the Internal Revenue Service to the effect that, under
the REMIC Provisions and any relevant proposed legislation and under applicable
state law, the applicable Trust 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 three 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-12
The
Servicer shall also maintain on each REO Property fire and hazard insurance
with
extended coverage in amount which is at least equal to the maximum insurable
value of the improvements which are a part of such property, liability insurance
and, to the extent required and available under the Flood Disaster Protection
Act of 1973, as amended, flood insurance in the amount required above.
The
proceeds of sale of the REO Property shall be promptly deposited in the
Custodial Account. As soon as practical thereafter the expenses of such sale
shall be paid and the Servicer shall reimburse itself for any related
unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances
made pursuant to this Section or Section 6.03.
The
Servicer shall make advances of all funds necessary for the proper operation,
management and maintenance of the REO Property, including the cost of
maintaining any hazard insurance pursuant to Section 5.10, such advances to
be
reimbursed from the disposition or liquidation proceeds of the REO Property.
The
Servicer shall make monthly distributions on each Remittance Date to the Master
Servicer of the net cash flow from the REO Property (which shall equal the
revenues from such REO Property net of the expenses described in this Section
5.13 and of any reserves reasonably required from time to time to be maintained
to satisfy anticipated liabilities for such expenses).
41. |
Section
5.13 (Realization Upon Specially Serviced Mortgage Loans and REO
Properties) and Section 5.15 (Sale of REO Properties) are hereby
deleted.
|
42. |
A
new Section 5.19 (Real Estate Owned Reports) is hereby added to read
as
follows:
|
Section
5.19 Real
Estate Owned Reports.
Together
with the statement furnished pursuant to Section 6.02, the Servicer shall
furnish to the Master Servicer on or before the Remittance Date in each month
a
statement with respect to any REO Property covering the operation of such REO
Property for the previous month and, if requested, the Servicer’s efforts in
connection with the sale of such REO Property and any rental of such REO
Property incidental to the sale thereof for the previous month. That statement
shall be accompanied by such other information as the Master Servicer shall
reasonably request.
43. |
A
new Section 5.19 (Safeguarding Customer Information) is hereby added
to
read as follows:
|
Section
5.20 Safeguarding
Customer Information.
The
Servicer has implemented and will maintain security measures designed to meet
the objectives of the Interagency Guidelines Establishing Standards for
Safeguarding Customer Information published in final form on March 1, 2001,
66 Fed. Reg. 8616 and the rules promulgated thereunder, as amended from time
to
time (the “Guidelines”).
The
Servicer shall promptly provide the Master Servicer and the Trustee information
reasonably available to it regarding such security measures upon the reasonable
request of the Master Servicer and the Trustee which information shall include,
but not be limited to, any Statement on Auditing Standards (SAS) No. 70 report
covering the Servicer’s operations, and any other audit reports, summaries of
test results or equivalent measures taken by the Servicer with respect to its
security measures to the extent reasonably necessary in order for the Owner
to
satisfy its obligations under the Guidelines.
A-13
44. |
A
new Section 5.21 (Compensating Interest) is hereby added to read
as
follows:
|
Section
5.21 Compensating
Interest
The
Servicer shall deposit in the Custodial Account on a daily basis, and retain
therein with respect to each Principal Prepayment, the Prepayment Interest
Shortfall Amount, if any, for the month of distribution. Such deposit shall
be
made from the Servicer’s own funds, without reimbursement therefor up to a
maximum amount of the Servicing Fee actually received for such month for the
Mortgage Loans.
45. |
A
new Section 5.22 (Indemnification with Respect to Certain Taxes and
Loss
of REMIC Status) is hereby added to read as
follows:
|
Section
5.22 Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Servicer of its duties and obligations set forth herein,
the
Servicer shall indemnify the Holder of the related Residual Certificate, the
Master Servicer, the Trustee, and the Trust Fund against any and all losses,
claims, damages, liabilities or expenses (“Losses”) resulting from such
negligence; provided,
however,
that the
Servicer shall not be liable for any such Losses attributable to the action
or
inaction of the Trustee, the Master Servicer, the Depositor or the Holder of
such Residual Certificate, as applicable, nor for any such Losses resulting
from
misinformation provided by the Holder of such Residual Certificate on which
the
Servicer has relied. The foregoing shall not be deemed to limit or restrict
the
rights and remedies of the Holder of such Residual Certificate, the Trustee
and
the Trust Fund now or hereafter existing at law or in equity or otherwise.
Notwithstanding the foregoing, however, in no event shall the Servicer have
any
liability (1) for any action or omission that is taken in accordance with and
in
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement, (2) for any Losses other than arising out of a
negligent performance by the Servicer of its duties and obligations set forth
herein, and (3) for any special or consequential damages to Certificateholders
(in addition to payment of principal and interest on the
Certificates).
46. |
Section
6.01 (Remittances) is hereby amended by replacing the word “Purchaser”
with “Master Servicer” and by replacing paragraphs (1) and (2) of such
section with the following:
|
(1)
On
each Remittance Date, the Servicer shall remit to the Master Servicer (a) all
amounts credited to the Custodial Account as of the close of business on the
last day of the related Due Period (including (1) the amount of any Principal
Prepayment, together with interest thereon at the related Remittance Rate to
the
end of the month in which prepayment of the related Mortgage Loan occurs and
(2)
all proceeds of any REO Disposition net of amounts payable to the Servicer
pursuant to Section 5.14), net of charges against or withdrawals from the
Custodial Account in accordance with Section 5.05, which charges against or
withdrawals from the Custodial Account the Servicer shall make solely on such
Remittance Date, plus
(b) the
Seller Remittance Amount, plus
(c) all
Monthly Advances, if any, which the Servicer is obligated to remit pursuant
to
Section 6.03; provided that the Servicer shall not be required to remit, until
the next following Remittance Date, any amounts attributable to Monthly Payments
collected but due on a Due Date or Dates subsequent to the related Due
Period.
A-14
(2)
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, National Association
ABA#
000-000-000
Account
Name: Aurora Loan Services LLC
Master
Servicer Payment Clearance Account
Account
No. 066-611059
Beneficiary:
Aurora Loan Services LLC
For
further credit to: LMT Series 2006-6
47. |
Section
6.02 (Reporting) is hereby amended by replacing the word “Purchaser” with
“Master Servicer” and by replacing the first paragraph of such section
with the following:
|
Not
later
than the tenth (10th)
calendar day (or if such tenth calendar day is not a Business Day, the
immediately preceding Business Day), the Servicer shall furnish to the Master
Servicer (i) (a) monthly loan data in the format set forth in Exhibit H-1
hereto, (b) default loan data in the format set forth in Exhibit H-2 hereto
and
(c) information regarding realized losses and gains in the format set forth
in
Exhibit H-3 hereto (or in such other formats and contents mutually agreed
between the Servicer and the Master Servicer), in each case relating to the
period ending on the last day of the preceding calendar month, (ii) all such
information required pursuant to clause (i)(a) above on a magnetic tape or
other
similar media reasonably acceptable to both the Servicer and the Master Servicer
and (iii) all supporting documentation with respect to the information required
pursuant to clause (i)(c) above. The format of this monthly reporting may be
amended from time to time to the extent necessary to comply with applicable
law.
The
Servicer shall promptly notify the Securities Administrator, the Master Servicer
and the Depositor (i) of any legal proceedings pending against the Servicer
of
the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the
Servicer shall become (but only to the extent not previously disclosed to the
Master Servicer and the Depositor) at any time an affiliate of any of the
parties listed on Exhibit G-3 to this Agreement.
If
so
requested by the Securities Administrator, the Master Servicer or the Depositor
on any date following the date on which information was first provided to the
Securities Administrator, the Master Servicer and the Depositor pursuant to
the
preceding sentence, the Servicer shall, within five Business Days following
such
request, confirm in writing the accuracy of the representations and warranties
set forth in Section 3.06 or, if such a representation and warranty is not
accurate as of the date of such request, provide reasonable adequate disclosure
of the pertinent facts, in writing, to the requesting party.
The
Servicer shall provide to the Securities Administrator, the Master Servicer
and
the Depositor prompt notice of the occurrence of any of the following: any
event
of default under the terms of this Agreement, any merger, consolidation or
sale
of substantially all of the assets of the Servicer, the Servicer's engagement
of
any Subservicer, Subcontractor or vendor to perform or assist in the performance
of any of the Servicer's obligations under this Agreement, any material
litigation involving the Servicer, and any affiliation or other significant
relationship between the Servicer and other transaction parties.
A-15
Not
later
than the tenth calendar day of each month (or if such calendar day is not a
Business Day, the immediately preceding Business Day), the Servicer shall
provide to the Securities Administrator, the Master Servicer and the Depositor
notice of the occurrence of any material modifications, extensions or waivers
of
terms, fees, penalties or payments relating to the Mortgage Loans during the
related Due Period or that have cumulatively become material over time (Item
1121(a)(11) of Regulation AB) along with all information, data, and materials
related thereto as may be required to be included in the related Distribution
Report on Form 10-D.
48. |
Section
6.03 (Monthly Advances by Servicer) is hereby amended by adding the
following new sentence immediately following the second sentence
of such
subsection (1) :
|
Any
Prepaid Monthly Payments so used to make Monthly Advances shall be replaced
by
the Servicer by deposit in the Custodial Account on or before any future
Remittance Date if funds in the Custodial Account on such Remittance Date shall
be less than payments to the Trust Fund required to be made on such Remittance
Date.
49. |
Section
6.06 is hereby amended by (i) replacing the words “the Purchaser and any
Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator and the Master Servicer” in each instance; (ii)
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer” in each instance; (iii) replacing the words “the
Purchaser and the Depositor” with “the Trust Fund, the Depositor, the
Trustee, the Securities Administrator and the Master Servicer” in each
instance; (iv) replacing the words “the Purchaser or Depositor” with “the
Trust Fund, the Depositor, the Trustee, the Securities Administrator
and
the Master Servicer” in each instance; and (v) replacing the words “as
reasonably identified by the Purchaser” with “as reasonably identified by
the Trust Fund, the Depositor, the Trustee, the Securities Administrator
and the Master Servicer” in each
instance.
|
50. |
Section
6.06(i)(D) is hereby replaced in its entirety with the
following:
|
(D)
a
description of any affiliation or relationship between a Seller or the Servicer,
each Third-Party Originator or each Subservicer, as applicable, and any of
the
parties listed on Exhibit G-3 hereto.
51. |
References
to “Servicing Fee” in Section 7.03 (Servicing Compensation) are hereby
replaced with references to “PHH Servicing
Fee.”
|
52. |
Section
7.04(2) is hereby amended by (i) replacing the words “the Purchaser and
any Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator and the Master Servicer”; and (ii) replacing the
words “the Purchaser and such Depositor” with “the Trust Fund, the
Depositor, the Trustee, the Securities Administrator and the Master
Servicer”.
|
53. |
Section
7.05(1) is hereby deleted in its
entirety.
|
A-16
54. |
Section
7.05(2) is hereby amended by (i) replacing the words “the Purchaser and
any Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator and the Master Servicer” in each instance; and
(ii) replacing
the words “the Purchaser and such Depositor” with “the Trust Fund, the
Depositor, the Trustee, the Securities Administrator and the Master
Servicer” in each instance.
|
55. |
Section
7.05(2)(1)(A) is hereby amended by replacing the second sentence
of such
Section with the following:
|
Such
report shall be addressed to the Trust Fund, the Depositor, the Trustee, the
Securities Administrator and the Master Servicer and signed by an authorized
officer of the Servicer, and shall address each of the Servicing Criteria
specified on Exhibit I hereto.
56. |
Section
7.05(2)(1)(D) is hereby amended by changing the reference “Exhibit A” to
“Exhibit 11-2.”
|
57. |
Section
7.06 (Purchaser’s Right to Examine Servicer Records) is hereby amended by
replacing the word “Purchaser” with “Master Servicer”.
|
58. |
Section
7.08 is hereby amended by (i) replacing the words “the Purchaser or any
Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator and the Master Servicer” in each instance; (ii)
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator and
the
Master Servicer”; (iii) replacing the words “(or any designee of the
Depositor, such as a master servicer or administrator)” with “(or any
designee of such party)” in each instance; and (iv) replacing the words
“the Purchaser and such Depositor” with “the Trust Fund, the Depositor,
the Trustee, the Securities Administrator and the Master Servicer” in each
instance.
|
59. |
A
new Section 8.02 (Reporting
Requirements of the Commission and Indemnification) is hereby added
to
read as follows:
|
Section
8.02 Reporting
Requirements of the Commission and Indemnification.
Notwithstanding
any other provision of this Agreement, the Servicer acknowledges and agrees
that
the purpose of Sections 6.02 and 7.05 of this Agreement is to facilitate
compliance by the Trustee, the Securities Administrator, the Master Servicer
and
the Depositor with the provisions of Regulation AB. Therefore, the Servicer
agrees that (a) the obligations of the Servicer hereunder shall be interpreted
in such a manner as to accomplish that purpose, (b) such obligations may change
over time due to interpretive advice or guidance of the Commission, convention
or consensus among active participants in the asset-backed securities markets,
advice of counsel, or otherwise in respect of the requirements of Regulation
AB,
(c) the Servicer shall agree to enter into such amendments to this Agreement
as
may be necessary, in the judgment of the Depositor, the Master Servicer and
their respective counsel, to comply with such interpretive advice or guidance,
convention, consensus, advice of counsel, or otherwise, (d) the Servicer shall
otherwise comply with requests made by the Trustee, the Securities
Administrator, the Master Servicer or the Depositor for delivery of additional
or different information as all parties may determine in good faith is necessary
to comply with the provisions of Regulation AB and (e) the Servicer shall (i)
agree to such modifications and enter into such amendments to this Agreement
as
may be necessary, in the judgment of the Depositor, the Master Servicer and
their respective counsel, to comply with any such clarification, interpretive
guidance, convention or consensus and (ii) promptly upon request provide to
the
Depositor for inclusion in any periodic report required to be filed under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), such items of
information regarding this Agreement and matters related to the Servicer,
(collectively, the “Servicer Information”), provided that such information shall
be required to be provided by the Servicer only to the extent that such shall
be
determined by the Depositor in its sole discretion and its counsel to be
necessary or advisable to comply with any Commission and industry guidance
and
convention.
A-17
The
Servicer
hereby
agrees to indemnify and hold harmless the Depositor, its respective officers
and
directors and each person, if any, who controls the Depositor within the meaning
of Section 15 of the Securities Act of 1933, as amended (the “Act”), or Section
20 of the Exchange Act, from and against any and all losses, claims, expenses,
damages or liabilities to which the Depositor, its respective officers or
directors and any such controlling person may become subject under the Act
or
otherwise, as and when such losses, claims, expenses, damages or liabilities
are
incurred, insofar as such losses, claims, expenses, damages or liabilities
(or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Servicer
Information or
arise
out of, or are based upon, the omission or alleged omission to state therein
any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and will reimburse the Depositor, its respective officers and
directors and any such controlling person for any legal or other expenses
reasonably incurred by it or any of them in connection with investigating or
defending any such loss, claim, expense, damage, liability or action, as and
when incurred; provided,
however,
that
the Servicer
shall
be
liable only insofar as such untrue statement or alleged untrue statement or
omission or alleged omission relates solely to the information in the
Servicer
Information
furnished to the Depositor by or on behalf of the Servicer
specifically
in connection with this Agreement.
60. |
Section
9.01 (Indemnification; Third Party Claims) is hereby amended by (i)
changing the word “Purchaser” to “Master Servicer, the Depositor, the
Trustee and the Trust Fund” in each instance; and (ii) changing the word
“its” in the first line to “their”.
|
61. |
Section
9.01(2)(C) is hereby amended by replacing the words “the Purchaser,
any Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator or the Master
Servicer”.
|
62. |
Section
9.02 (Merger or Consolidation of the Seller) is hereby amended by
changing
the word “Purchaser” to “Trustee” where it appears in the proviso to the
second paragraph thereof.
|
63. |
Section
9.04 (Servicer Not to Resign) is hereby amended in its entirety to
read as
follows:
|
The
Servicer shall neither assign this Agreement or the servicing hereunder or
delegate its rights or duties hereunder or any portion hereof (to other than
a
third party in the case of outsourcing routine tasks such as taxes, insurance
and property inspection, in which case the Servicer shall be fully liable for
such tasks as if the Servicer performed them itself) or sell or otherwise
dispose of all or substantially all of its property or assets without the prior
written consent of the Trustee and the Master Servicer, which consent shall
be
granted or withheld in the reasonable discretion of such parties, provided,
however,
that
the Servicer may assign its rights and obligations hereunder without prior
written consent of the Trustee and the Master Servicer to any entity that is
directly owned or controlled by the Servicer, and the Servicer guarantees the
performance of such entity hereunder. In the event of such assignment by the
Servicer, the Servicer shall provide the Trustee and the Master Servicer with
a
written statement guaranteeing the successor entity's performance of the
Servicer's obligations under the Agreement.
A-18
64. |
Section
10.01 (Events of Default) is hereby amended as
follows:
|
(i) by
changing the words “3 Business Days” in Section 10.01(1) to “1 Business Day” and
deleting the remainder of Section 10.01(1);
(ii) by
amending subclause (7) as follows:
(7) PHH
Mortgage at any time is neither FNMA or FHLMC approved servicer, and the Master
Servicer has not terminated the rights and obligations of PHH Mortgage under
this Agreement and replaced PHH Mortgage with a FNMA or FHLMC approved servicer
within 30 days of the absence of such approval;
(iii)
by
replacing the words “Purchaser or Depositor” with “the Trust Fund, the
Depositor, the Trustee, the Securities Administrator or the Master Servicer” in
each instance.
(iv)
by
replacing the words “Purchaser or any Depositor” with “the Trust Fund, the
Depositor, the Trustee, the Securities Administrator or the Master Servicer” in
each instance.
(v)
by
replacing the words “Purchaser (or any designee of the Purchaser, such as a
master servicer) and any Depositor, as applicable, for all reasonable expenses
incurred by the Purchaser (or such designee) or such Depositor” with “the Trust
Fund, the Depositor, the Trustee, the Securities Administrator or the Master
Servicer (including any of its assignees or designees)”.
65. |
The
parties hereto acknowledge that the remedies set forth in Section
10.01
may be exercised by either the Master Servicer or the Trustee on
behalf of
the Trust Fund.
|
66. |
Section
11.01 (Term and Termination) is hereby amended by changing the references
to “Purchaser” in the second and third paragraph of such section to
“Master Servicer.”
|
67. |
Section
11.02 (Termination without Cause) is hereby deleted in its
entirety.
|
68. |
Section
12.01 (Successor to the Servicer) is hereby amended in its entirety
to
read as follows:
|
Simultaneously
with the termination of the Servicer’s responsibilities and duties under this
Agreement (a) pursuant to Sections 9.04, 10.01 or 11.01, the Master Servicer
shall, in accordance with the provisions of the Trust Agreement (i) succeed
to
and assume all of the Servicer’s responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor meeting the
eligibility requirements of this Agreement set forth in Section 9.02 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, the Seller, 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 the Depositor, 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 Section
3.02
and the remedies available to the Trustee under Sections 3.04 and 9.01, it
being
understood and agreed that the provisions of such Sections 3.02, 3.04 and 9.01
shall be applicable to the Servicer notwithstanding any such resignation or
termination of the Servicer, or the termination of this Agreement.
A-19
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
Custodial Account or any Escrow Account or thereafter received with respect
to
the Mortgage Loans.
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Trustee, the Servicer and the Master Servicer an instrument (i) accepting
such appointment, wherein the successor shall make the representations and
warranties set forth in Section 3.02 and (ii) 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 Section
12.01 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 ten (10) Business Days to the successor Servicer
the funds in the Custodial Account and Escrow Account and all Mortgage Loan
Documents and related documents and statements held by it hereunder 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.
A-20
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.
69. |
Section
12.12 is hereby amended by (i) replacing the words “the Purchaser and any
Depositor” with “the Trust Fund, the Depositor, the Trustee, the
Securities Administrator and the Master Servicer” in each instance; (ii)
replacing the words “Neither the Purchaser nor any Depositor” with “None
of the Trust Fund, the Depositor, the Trustee, the Securities
Administrator and the Master Servicer”; (iii) by replacing the words “the
Purchaser or any Depositor” with the “Trust Fund, the Depositor, the
Trustee, the Securities Administrator or the Master Servicer” in each
instance; (iv) replacing the words “the
Purchaser (including any of its assignees or designees) and any Depositor”
with the
“Trust Fund, the Depositor, the Trustee, the Securities Administrator
or
the Master Servicer (including any of its assignees or designees)”; and
(v) replacing the words “the Purchaser
or such Depositor” with “the
Trust Fund, the Depositor, the Trustee, the Securities Administrator
or
the Master Servicer”.
|
70. |
A
new Section 12.14 (Intended Third Party Beneficiaries) is hereby
added to
read as follows:
|
Section
12.14 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 Trustee, the Master Servicer, the Depositor and the Trust
Fund
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 Trustee, the Master Servicer, the
Depositor and the Trust Fund as if they were parties to this Agreement, and
the
Trustee, the Master Servicer, the Depositor and the Trust Fund 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 Trustee, the Master Servicer,
the
Depositor and the Trust Fund 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.
71. |
A
new Section 12.15 (Request for Release) is hereby added to read as
follows:
|
Section
12.15 Request
for Release.
When
requesting a release of documents from the Custodian, the Servicer shall use
the
form attached hereto as Exhibit E.
A-21
EXHIBIT
B
Sale
and
Servicing Agreement
B-1
EXHIBIT
C
Assignment
and Assumption Agreement
C-1
Exhibit
D
Mortgage
Loan Schedule
[To
be
retained in a separate closing binder entitled
“LMT
2006-6 Mortgage Loan Schedules” at XxXxx Xxxxxx LLP]
D-1
EXHIBIT
E
REQUEST
FOR RELEASE OF DOCUMENTS AND RECEIPT
[Date]
|
[Custodian]
[Address]
Attention:
[
]
In
connection with the administration of the mortgages held by you as Custodian
under a certain Custodial Agreement dated as of September 1, 2006, between
HSBC
Bank USA, National Association, as Trustee, and you, as Custodian (the
"Custodial Agreement"), the undersigned Servicer hereby requests a release
of
the Mortgage File held by you as Custodian with respect to the following
described Mortgage Loan for the reason indicated below.
Mortgagor's
Name:
Address:
Loan
No.:
Reason
for requesting file:
___ 1.
Mortgage
Loan paid in full. (The Servicer hereby certifies that all amounts received
in
connection with the loan have been or will be credited to the Collection Account
or the Certificate Account (whichever is applicable) pursuant to the Trust
Agreement.)
___ 2.
Mortgage
Loan being foreclosed.
___ 3.
Mortgage
Loan repurchased. (The Servicer hereby certifies that the Purchase Price has
been credited to the Collection Account or the Certificate Account (whichever
is
applicable) pursuant to the Trust Agreement.)
___ 4.
Other.
(Describe.)
The
undersigned acknowledges that the above Mortgage File will be held by the
undersigned in accordance with the provisions of the Trust Agreement and will
be
returned to you within ten (10) days of our receipt of the Mortgage File, except
if the Mortgage Loan has been paid in full, or repurchased (in which case the
Mortgage File will be retained by us permanently).
E-1
Capitalized
terms used herein shall have the meanings ascribed to them in the Custodial
Agreement.
PHH
MORTGAGE CORPORATION
|
||
|
|
|
By: | ||
Name:
Title:
Servicing Officer
|
E-2
EXHIBIT
F
XXXXXX
MAE GUIDE NO. 95-19
Reference
· |
Selling This
announcement amends the guide(s) indicated.
|
· |
Servicing Please
keep it for reference until we issue a formal
change.
|
Subject “Full-File”
Reporting to Credit Repositories
Part
IV,
Section 107, of the servicing Guide currently requires servicers to report
only
90-day delinquencies to the four major credit repositories. To ensure that
the
repositories have up-to-date information for both servicing and origination
activity, we have decided to begin requiring -- as of the month ending March
31,
1996 -- servicers to provide the credit repositories a “full-file” status report
for the mortgages they service for us.
“Full-file”
reporting requires that servicers submit a monthly report to each of the credit
repositories to describe the exact status for each mortgage they service for
us.
The status reported generally should be the one in effect as of the last
business day of each month. Servicers may, however, use a slightly later cut-off
date -- for example, at the and of the first week of a month -- to assure that
payment corrections, returned checks, and other adjustments related to the
previous month’s activity can be appropriately reflected in their report for
that month. Statuses that must be reported for any given mortgage include the
following: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, and charged-off. (The credit repositories will provide the
applicable codes for reporting these statuses to them.) A listing of each of
the
major repositories to which “full-file” status reports must be sent is
attached.
Servicers
are responsible for the complete and accurate reporting of mortgage status
information to the repositories and for resolving any disputes that arise about
the information they report. Servicers must respond promptly to any inquiries
from borrowers regarding specific mortgage status information about them that
was reported to the credit repositories.
Servicers
should contact their Customer Account Team in their lead Xxxxxx Xxx regional
office if they have any questions about this expanded reporting
requirement.
Xxxxxx
X.
Engeletad
Senior
Vice President - Mortgage and Lender Standards
11/20/95
F-1
XXXXXX
XXX GUIDE 95-19
ATTACHMENT
1
ANNOUNCEMENT
Major
Credit Repositories
A
"full-file" status report for each mortgage serviced for Xxxxxx Mae must be
sent
to the following repositories each month (beginning with the month ending March
31, 1996):
Company
|
Telephone
Number
|
|||
Consumer
Credit Associates, Inc.
000
Xxxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000-0000
|
Call
(000) 000-0000, either extension
150,
101, or 112, for all inquiries.
|
|||
|
|
|||
Equifax
|
Members
that have an account number may call their local sales representative
for
all inquiries; lenders that need to set up an account should call
(000)
000-0000 and select the customer assistance option.
|
|||
TRW
Information Systems & Services
000
XXX Xxxxxxx
Xxxxx,
Xxxxx 00000
|
Call
(000) 000-0000 for all inquiries,
current
members should select option 3;
lenders
that need to set up an account
should
select Option 4.
|
|||
|
||||
Trans
Union Corporation
000
Xxxx Xxxxx
Xxxxxxx,
Xxxxxxxx 00000
|
Call
(000) 000-0000 to get the name of
the
local bureau to contact about setting
up
an account or obtaining other
information.
|
|||
11/20/95
|
F-2
EXHIBIT
G-1
CUSTODIAL
ACCOUNT LETTER AGREEMENT
______________
__, ____
To: ____________________
____________________
____________________
(the
“Depository”)
As
Servicer under the Reconstituted Servicing Agreement, dated as of September
1,
2006 (the “Agreement”), we hereby authorize and request you to establish an
account, as a Custodial Account pursuant to Section 5.04 of the Agreement,
to be
designated as “PHH Mortgage Corporation, in trust for HSBC Bank USA, National
Association, as Trustee for Xxxxxx Mortgage Trust, Series 2006-6.” All deposits
in the account shall be subject to withdrawal therefrom by order signed by
the
Servicer. This letter is submitted to you in duplicate. Please execute and
return one original to us.
PHH
MORTGAGE CORPORATION
Servicer
|
||
|
|
|
By: | ||
Name:
Title:
|
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number __________, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above.
Depository |
||
By: | ||
Name:
Title:
|
G-1-1
EXHIBIT
G-2
ESCROW
ACCOUNT LETTER AGREEMENT
______________
___, ____
To: _______________________
_______________________
_______________________
(the
“Depository”)
As
Servicer under the Reconstituted Servicing Agreement, dated as of September
1,
2006 (the “Agreement”), we hereby authorize and request you to establish an
account, as an Escrow Account pursuant to Section 5.06 of the Agreement, to
be
designated as “PHH Mortgage Corporation, in trust for HSBC Bank USA, National
Association, as Trustee for Xxxxxx Mortgage Trust, Series 2006-6.” All deposits
in the account shall be subject to withdrawal therefrom by order signed by
the
Servicer. This letter is submitted to you in duplicate. Please execute and
return one original to us.
PHH
MORTGAGE CORPORATION
Servicer
|
||
|
|
|
By: | ||
Name:
Title:
Date:
|
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number __________, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above.
Depository |
||
By: | ||
Name:
Title:
|
G-2-1
EXHIBIT
G-3
TRANSACTION
PARTIES
Trustee:
HSBC
Bank
USA, National Association
Securities
Administrator: Xxxxx Fargo Bank, N.A.
Master
Servicer: Aurora
Loan Services, LLC
Credit
Risk Manager: N/A
PMI
Insurer(s): N/A
Interest
Rate Swap Counterparty: N/A
Interest
Rate Cap Counterparty: Xxxxxx Brothers Special Financing Inc.
Servicer(s):
Aurora
Loan Services LLC, IndyMac Bank, F.S.B., National City Mortgage Co. and PHH
Mortgage Corporation
Originator(s):
Xxxxxx Brothers Bank, F.S.B., IndyMac Bank, F.S.B., National City Mortgage
Co.,
PHH Mortgage Corporation, First National Bank of Nevada, Greenpoint Mortgage
Funding, Inc. and Pinnacle Financial Corporation
Custodian(s):
U.S. Bank, National Association, LaSalle Bank National Association and Deutsche
Bank National Trust Company.
Seller: Xxxxxx
Brothers Holdings, Inc.
G-3-1
EXHIBIT
G-4
CUSTODIAL
ACCOUNT CERTIFICATION NOTICE
September
__, 2006
To:
Aurora
Loan Services LLC
00000
Xxxx Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention:
Xxx Xxxxxx (LMT 2006-6)
As
Servicer under the Reconstituted Servicing Agreement, dated as of September
1,
2006 among PHH Mortgage Corporation, as Servicer, Xxxxxx Brothers Holdings
Inc.,
as Seller and you, as Master Servicer (the “Agreement”), we hereby certify to
you that we have established an account at [insert name of financial
institution], as a Custodial Account pursuant to the Agreement, to be designated
as “[____________], in trust for HSBC Bank USA, National Association, as Trustee
for Xxxxxx Mortgage Trust Mortgage Pass Through Certificates Series 2006-6.” All
deposits in the account shall be subject to withdrawal therefrom by order signed
by the Servicer.
PHH
MORTGAGE CORPORATION
|
||
|
|
|
By: | ||
Name:
Title:
|
G-4-1
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number __________, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above.
Depository |
||
By: | ||
Name:
Title:
Date:
|
G-4-2
EXHIBIT
H-1
FORM
OF
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 BALANCE FOR
ACTUAL/ACTUAL, REQUIRED
|
|
|||||
SCHEDPRIN
|
SCHEDULED
PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
|||||
ACTUAL
PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
|
|
||||||
REQUIRED,
.00 IF NO COLLECTIONS
|
|||||||
CURT1
|
CURTAILMENT
1 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|||||
CURT1DATE
|
CURTAILMENT
1 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
|||||
CURT1ADJ
|
CURTAILMENT
1 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|||||
CURT2
|
CURTAILMENT
2 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|||||
CURT2DATE
|
CURTAILMENT
2 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
|||||
CURT2ADJ
|
CURTAILMENT
2 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|||||
LIQPRIN
|
PAYOFF,
LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|||||
OTHPRIN
|
OTHER
PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|||||
PRINREMIT
|
TOTAL
PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|||||
INTREMIT
|
NET
INTEREST REMIT, INCLUDE PAYOFF INTEREST,
|
Number
two decimals
|
|||||
|
.00
IF NOT APPLICABLE
|
||||||
TOTREMIT
|
TOTAL
REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
|||||
ENDSCHEDBAL
|
ENDING
SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
|||||
|
ENDING
TRIAL BALANCE FOR ACTUAL/ACTUAL
|
|
|||||
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||||||
ENDACTBAL
|
ENDING
TRIAL BALANCE
|
Number
two decimals
|
|||||
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||||||
ENDDUEDATE
|
ENDING
ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT
|
DD-MMM-YY
|
|||||
ACTCODE
|
60
IF PAIDOFF, BLANK IF NOT APPLICABLE
|
Number
no decimals
|
|||||
ACTDATE
|
ACTUAL
PAYOFF DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
|||||
INTRATE
|
INTEREST
RATE, REQUIRED
|
Number
seven decimals
|
|||||
|
|
Example
.0700000 for 7.00%
|
|||||
SFRATE
|
SERVICE
FEE RATE, REQUIRED
|
Number
seven decimals
|
|||||
|
|
Example
.0025000 for .25%
|
|||||
PTRATE
|
PASS
THRU RATE, REQUIRED
|
Number
seven decimals
|
|||||
PIPMT
|
P&I
CONSTANT, REQUIRED
|
Example
.0675000 for 6.75%
|
|||||
|
.00
IF PAIDOFF
|
Number two
decimals
|
X-0-0
XXXXXXX
X-0
XXXXXXXX
XXXXXX FOR MONTHLY DEFAULTED LOAN REPORT
FIELD
NAME
|
DESCRIPTION
|
|
%
of MI Coverage
|
%
of MI Coverage
|
|
Actual
MI Claim Filed Date
|
The
date the Claim to the MI Company was filed
|
|
Actual
Bankruptcy Start Date (filing date)
|
Actual
Bankruptcy Start Date (filing date)
|
|
Actual
Claim Amount Filed
|
The
amount claimed to the MI company on the MI claim
|
|
Actual
Discharge Date
|
Date
Bankruptcy was Discharged
|
|
Actual
Due Date
|
Next
Payment Due Date
|
|
Actual
Eviction Complete Date
|
Actual
Eviction Complete Date
|
|
Actual
Eviction Start Date
|
Actual
Eviction Start Date
|
|
Actual
First Legal Date
|
Actual
First Legal Date
|
|
Actual
Notice of Intent Date (breach letter date)
|
Actual
Notice of Intent Date (breach letter date)
|
|
Actual
Payment Plan End Date
|
The
date the Last Pre-petition payment is due from the Trustee in a
chapter 13
BK
|
|
Actual
Payment Plan Start Date
|
The
date the First Pre-petition payment is due from the Trustee in
a chapter
13 BK
|
|
Actual
Redemption End Date
|
Actual
Redemption End Date
|
|
Actual
REO Start Date
|
The
date the account was received by the REO Department
|
|
Appraisal,
BPO Costs
|
Total
expenses incurred for the purpose of BPO's or Appraisals.
|
|
Bankruptcy
Chapter
|
Bankruptcy
Chapter 7,11,13
|
|
BK
Atty Fees & Costs
|
BK
Atty Fees & Costs
|
|
BK
Flag (Man Code)
|
A
code that identifies the account as an active
Bankruptcy.
|
|
Bnk
Case # (7 digit only)
|
Bnk
Case # (7 digit only)
|
|
City
|
City
|
|
Claim
Amount Paid
|
MI
Claim Amount
|
|
Claim
Funds Received Date
|
The
date the MI Claim funds were received from the MI
Company
|
|
Confirmation
Hearing Date
|
Confirmation
Hearing Date
|
|
Current
Interest Rate
|
Current
Interest Rate
|
|
Current
Loan Amount
|
Unpaid
Principal Balance
|
|
Current
P&I Payment Amount
|
Current
P&I Payment Amount
|
|
Date
Bid Instructions Sent
|
Date
Bid Instructions Sent to Attorney
|
|
Date
F/C Sale Scheduled
|
The
date the Foreclosure sale is scheduled to occur.
|
|
Date Filed Relief/Dismissal | The
date the motion for Relief or Dismissal was
filed
with the BK Court
|
|
Date
Loan Reinstated
|
Date
Loan Reinstated
|
|
Date
POC Filed
|
Date
proof of claim filed
|
H-2-1
Date
Relief/Dismissal Granted
|
The
date the BK court granted the motion for Relief or
Dismissal
|
|
Date
REO Offer Accepted
|
Date
REO Offer Accepted
|
|
Date
REO Offer Received
|
Date
REO Offer Received
|
|
Deal
Identifier by Loan
|
Security
Name/Cross
reference Investor ID (Servicer to Cross
reference)
|
|
Delinquency
Status (Man Code)
|
30,
60, 90, BK, FC, REO, Claims or a code that can be decoded to determine
the
current status of the account.
|
|
Loss
Mit Denial Date
|
Loss
Mit Denial Date
|
|
Eviction
Atty Fees & Costs
|
Eviction
Atty Fees & Costs
|
|
F/B
1st Due (if applicable)
|
F/B
1st Due (if applicable)
|
|
F/B
Last Due (if applicable)
|
F/B
Last Due (if applicable)
|
|
FC
Atty Fees & Costs
|
FC
Atty Fees & Costs
|
|
FC
Flag
|
A
code that identifies the account as an active
Foreclosure.
|
|
FC
Start Date (referral date)
|
FC
Start Date (referral date)
|
|
FC
Suspended Date
|
FC
Suspended Date
|
|
FC
Valuation Amount
|
The
value of the property as determined for the purpose of
foreclosure.
|
|
FC
Valuation Date
|
The
date the property value was determined for the purpose of
foreclosure.
|
|
FC
Valuation Source
|
The
type of valuation that was used to determine the Fc Valuation
amount.
|
|
FHA
27011A Transmitted Date
|
FHA
27011A Transmitted Date
|
|
FHA
27011B Transmitted Date
|
FHA
27011B Transmitted Date
|
|
FHA
Case #
|
FHA
Case #
|
|
FHA
Part A Funds Received Date
|
FHA
Part A Funds Received Date
|
|
First
Payment Date
|
First
Payment Date
|
|
Foreclosure
Actual Sale Date
|
Date
F/C
Sale Held
|
|
VA
Guarantee %
|
VA
Guarantee %
|
|
Interest
Advances
|
Interest
Advances
|
|
Investor
Loan Number
|
Investor
Loan Number
|
|
INVESTOR/SECURITY
BILLING SENT DATE
|
Date
claim submitted to investor
|
|
Liquidation
Status
|
Type
of PIF, S/S,
3rd Party etc.
|
|
VA
Loan Guarantee Certificate Number
|
VA
Loan Guarantee Certificate Number
|
|
Loan
Number
|
Servicer
Loan Number
|
|
Loan
Term
|
Loan
Term
|
|
Loan
Type
|
Loan
Type
|
|
Loss
Mit Approval Date
|
Loss
Mit Approval Date
|
|
Loss
Mit Flag (Man Code)
|
A
code that identifies the account as an active Loss Mit
account.
|
|
Loss
Mit Removal Date
|
The
date the Loss Mit Department determined that Loss Mit Options were
no
longer a viable option.
|
|
Loss
Mit Start Date
|
Loss
Mit Set-up Date
|
|
Loss
Mit Type
|
S/S,
Forbearance, Repay, Mod, etc.
|
|
Loss
Mit Workstation Status
|
Completed,
Removed, Active
|
H-2-2
MI
Certificate Number
|
MI
Certificate Number
|
|
MI
Cost
|
Price
percentage, lender paid only
|
|
MI
Coverage Y/N
|
MI
Coverage Y/N
|
|
Monthly
MIP Cost
|
The
monthly fee paid to HUD to maintain coverage on the
account.
|
|
Next
Payment Adjustment Date
|
Next
Payment Adjustment Date
|
|
Next
Rate Adjustment Date
|
Next
Rate Adjustment Date
|
|
Occupancy
Status
|
Occupancy
Status
|
|
Occupancy
Status Date
|
The
date the occupancy status reported was determined.
|
|
Original
Loan Amount
|
Original
Loan Amount
|
|
Original
Value Amount
|
The
value of the property as determined at the origination of the
account.
|
|
Origination
Date
|
The
date the closing occurred to originate the loan.
|
|
ORIGINATION
VALUE DATE
|
The
date the original Value Amount was determined.
|
|
ORIGINATION
VALUE SOURCE
|
The
type of valuation that was used to determine the Original Value
amount.
|
|
Other
Advance Expenses
|
Total
Advances minus all other/detail
and total Ownership
Code
|
|
|
||
Paid
in Full Date
|
Date
loan liquidated from system UPB removed
|
|
Paid
Off Code
|
|
|
Part
B Funds Received Date
|
FHA/VA
Only
|
|
Partial
Prepayment Amount Collected
|
|
|
Post
Petition Due Date
|
|
|
Prepayment
Expiration Date
|
Term
|
|
Prepayment
Flag
|
|
|
Prepayment
Premium Collected
|
|
|
Prepayment
Waived
|
||
Product
Type
|
||
Property
Condition
|
||
PROPERTY
PRESERVATION FEES
|
||
Property
Type
|
||
Realized
Gain or Loss
|
||
Reason
for Default
|
||
Reason
Suspended
|
||
Relief/Dismissal
Hearing Date
|
|
|
REO
Repaired Value
|
||
REO
Value(As-is)
|
||
REO
Actual Closing Date
|
||
REO
Flag (Man Code)
|
||
REO
List Date
|
||
REO
List Price
|
||
REO
Net Sales proceeds
|
||
REO
Sales Price
|
||
REO
Scheduled Close Date
|
H-2-3
REO
Value Date
|
||
REO
VALUE SOURCE
|
||
Repay
First Due Date
|
||
Repay
Last Due Date
|
||
Repay
Next Due Date
|
||
Repay
Plan Broken Date
|
||
Repay
Plan Created Date
|
||
SBO
LOAN NUMBER
|
||
Scheduled
Balance
|
||
Scheduled
Due Date
|
||
Servicing
Fee
|
||
State
|
||
Street
Address
|
||
T&I
Advances
|
||
Title
Approval Letter Received Date
|
||
Title
Package to HUD Date
|
||
Title
Package to VA Date
|
||
VA
Claim Funds Received Date
|
||
VA
Claim Submitted Date
|
||
VA
FIRST FUNDS RECEIVED AMOUNT
|
||
VA
FIRST FUNDS RECEIVED DATE
|
||
VA
XXX Submitted Date
|
||
ZIP
CODE
|
||
FNMA
ACTION CODE
|
||
FNMA
DELINQUENCY REASON CODE
|
H-2-4
EXHIBIT
H-3
FORM
OF
LOAN LOSS REPORT
Final
Report Field Heading
|
Definition
|
Format
|
||
Servicer
Cut Off Date
|
Reporting
cycle cut off date
|
DATE(MM/DD/YYYY)
|
||
Servicer
Loan Number
|
Individual
number that uniquely identifies loan as defined by
servicer.
|
VARCHAR2(15)
|
||
Investor
Loan Number
|
Individual
number that uniquely identifies loan as defined by Aurora Master
Servicing.
|
NUMBER(9)
|
||
Servicer
Customer Number
|
Unique
number assigned to each servicer
|
NUMBER(3)
|
||
Investor
ID
|
Unique
number assigned to a group of loans in the servicing system.
|
NUMBER
(10,2)
|
||
Resolution
Type
|
Description
of the process to resolve the delinquency. Ex. Foreclosure, Short
Sale,
Third Party Sale, Deed In Lieu, etc.
|
VARCHAR2(15)
|
||
Resolution
Date
|
Date
the process described in Resolution Type was completed.
|
DATE(MM/DD/YYYY)
|
||
Liquidation
Date
|
Date
the loan was liquidated on the servicers servicing system.
|
DATE(MM/DD/YYYY)
|
||
REO
Sale Date
|
Actual
date that the sale of the REO property closed escrow.
|
DATE(MM/DD/YYYY)
|
||
Title
Date
|
Date
clear title was recorded.
|
DATE(MM/DD/YYYY)
|
||
MI
Percent
|
Percent
of coverage provided by the PMI company in the event of loss on
a
defaulted loan.
|
NUMBER(6,5)
|
||
First
Legal Date
|
Actual
date that foreclosure counsel filed the first legal action as defined
by
state statute.
|
DATE(MM/DD/YYYY)
|
||
Bankruptcy
1 Filing Date
|
Actual
date the bankruptcy petition is filed with the court.
|
DATE(MM/DD/YYYY)
|
||
Bankruptcy
1 Relief Date
|
Actual
date the Discharge, Dismissal or Relief Order is entered in the
bankruptcy
docket.
|
DATE(MM/DD/YYYY)
|
||
Bankruptcy
2 Filing Date
|
Actual
date the bankruptcy petition is filed with the court.
|
DATE(MM/DD/YYYY)
|
||
Bankruptcy
2 Relief Date
|
Actual
date the Discharge, Dismissal or Relief Order is entered in the
bankruptcy
docket.
|
DATE(MM/DD/YYYY)
|
H-2-1
Foreclosure
Fees
|
Amount
paid to the Foreclosure Attorney for performing his
service.
|
NUMBER(10,2)
|
||
Foreclosure
Costs
|
Amount
incurred as part of the foreclosure process.
|
NUMBER(10,2)
|
||
Bankruptcy
Costs
|
Amount
incurred related to a bankruptcy filing involving the borrower
or subject
property.
|
NUMBER(10,2)
|
||
Eviction
Costs
|
Amount
incurred related to the eviction process.
|
NUMBER(10,2)
|
||
Appraisal
Costs
|
Amount
incurred to acquire a value for the subject property.
|
NUMBER(10,2)
|
||
Preservation
Costs
|
Amount
incurred to preserve and secure the property.
|
NUMBER(10,2)
|
||
Utility
Costs
|
Amount
incurred for utilities at the property.
|
NUMBER(10,2)
|
||
HOA
Costs
|
Amount
paid to the Home Owners Association to maintain the property
dues.
|
NUMBER(10,2)
|
||
Other
Costs
|
Amount
of Miscellaneous Expenses incurred during the default
process.
|
NUMBER(10,2)
|
||
Interest
on Advances
|
Interest
paid by HUD/VA or MI on the amounts advanced related to the liquidation
of
the property.
|
NUMBER(10,2)
|
||
Hazard
Refunds
|
Amount
of refunds of Hazard Premiums paid.
|
NUMBER(10,2)
|
||
Real
Estate Taxes
|
Amount
of any taxes paid during the default process.
|
NUMBER(10,2)
|
||
Hazard
Premiums
|
Amount
paid for Hazard Insurance on the property held as collateral for
the
mortgage.
|
NUMBER(10,2)
|
||
MI
Premiums
|
Amount
paid for Mortgage Insurance related to the mortgage loan.
|
NUMBER(10,2)
|
||
Other
Escrow
|
Miscellaneous
Expenses incurred from the escrow account during the default
process.
|
NUMBER(10,2)
|
||
Sales
Proceeds
|
Funds
received in connection with the sale of the property held as collateral
for the mortgage loan (Positive Number).
|
NUMBER(10,2)
|
||
Initial
Claim Proceeds
|
Funds
received in connection with the conveyance of the property to the
insuring
agency (Positive Number).
|
NUMBER(10,2)
|
||
Final
Claim Proceeds
|
Claim
funds received from the insuring agency (HUD/VA).
|
NUMBER(10,2)
|
H-2-2
Other
Proceeds
|
Miscellaneous
funds received in connection with the property held as collateral
for the
mortgage loan (Positive Number).
|
NUMBER(10,2)
|
||
Escrow
Balance
|
Any
positive balance remaining in the escrow account.
|
NUMBER(10,2)
|
||
Replacement
Reserve Bal
|
Amount
of funds held in the Replacement Reserve account (Positive
Number).
|
NUMBER(10,2)
|
||
Restricted
Escrow Bal
|
Amount
of funds held in the Restricted Escrow account.
|
NUMBER(10,2)
|
||
Suspense
Balance
|
Amount
of funds held in the Suspense account (Positive Number).
|
NUMBER(10,2)
|
||
Servicer
Retained Loss
|
The
total amount of the Gross Final Actual (Loss)/Gain the servicer
will take,
due to Interest/Expense Curtailments by HUD/VA (This would include
Advances not claimed to HUD/VA or MI due to servicer error) (Positive
Number).
|
NUMBER(10,2)
|
H-2-3
EXHIBIT
I
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
Servicer 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”.
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|||
Reference
|
Criteria
|
|
||
|
General
Servicing Considerations
|
|
||
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
||
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
||
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|||
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
||
|
Cash
Collection and Administration
|
|||
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial
bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
||
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
||
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
||
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
||
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
||
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
||
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
I-1-1
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|||
Reference
|
Criteria
|
|||
|
Investor
Remittances and Reporting
|
|||
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the Regulation
AB
Servicer.
|
X
|
||
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
||
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Regulation
AB Servicer’s investor records, or such other number of days specified in
the transaction agreements.
|
X
|
||
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
||
|
Pool
Asset Administration
|
|||
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the
transaction
agreements or related mortgage loan documents.
|
X
|
||
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
||
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
||
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Regulation AB
Servicer’s
obligor records maintained no more than two business days after
receipt,
or such other number of days specified in the transaction agreements,
and
allocated to principal, interest or other items (e.g., escrow)
in
accordance with the related mortgage loan documents.
|
X
|
||
1122(d)(4)(v)
|
The
Regulation AB Servicer’s records regarding the mortgage loans agree with
the Regulation AB Servicer’s records with respect to an obligor’s unpaid
principal balance.
|
X
|
||
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage loans
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
||
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
||
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
||
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
I-1-2
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|||
Reference
|
Criteria
|
|||
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid,
or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
||
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
||
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
||
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
I-1-3