RECONSTITUTED SERVICING AGREEMENT
EXECUTION
RECONSTITUTED
SERVICING AGREEMENT
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”) entered into as of the 1st
day of June, 2007, by and between XXXXXX BROTHERS HOLDINGS INC., a Delaware
corporation (the “Seller” or “Xxxxxx Holdings”) and NATIONAL CITY MORTGAGE CO.,
an Ohio corporation (referred to herein as the “Company” or the “Servicer”), and
acknowledged by AURORA LOAN SERVICES LLC, a Delaware limited liability company,
as Master Servicer under the Trust Agreement (as defined herein), and U.S.
BANK
NATIONAL ASSOCIATION, as trustee under the Trust Agreement (the “Trustee”),
recites and provides as follows:
RECITALS
WHEREAS,
Xxxxxx Brothers Bank, FSB (“Xxxxxx Brothers Bank”) acquired certain
conventional, residential, fixed rate, first lien mortgage loans from the
Servicer pursuant to an Amended and Restated Flow Mortgage Loan Purchase,
Warranties and Servicing Agreement dated as of May 1, 2007 (for Conventional
Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2007-FLOW)
(the
“SWSA”).
WHEREAS,
pursuant to an assignment and assumption agreement dated as of June 1, 2007
(the
“Assignment and Assumption Agreement”) and annexed hereto as Exhibit C, Xxxxxx
Brothers Bank has assigned all of its rights, title and interest in these
mortgage loans as identified on Exhibit E hereto (the “Serviced Mortgage Loans”)
as well as all of its rights and obligations as purchaser under the SWSA to
the
Seller, and the Seller has accepted such assignment.
WHEREAS,
the Seller has conveyed the Serviced Mortgage Loans to Structured Asset
Securities Corporation, a Delaware special purpose corporation (“SASCO” or the
“Depositor”), pursuant to a mortgage loan sale and assignment agreement dated as
of June 1, 2007 (the “Mortgage Loan Sale and Assignment Agreement”), and SASCO
in turn has conveyed the Serviced Mortgage Loans to the Trustee pursuant to
a
trust agreement, dated as of June 1, 2007 (the “Trust Agreement”), among the
Trustee, Aurora Loan Services LLC, as master servicer (“Aurora”, and together
with any successor Master Servicer appointed pursuant to the provisions of
the
Trust Agreement, the “Master Servicer”) and the Depositor.
WHEREAS,
the Seller desires that the Servicer continue to service the Serviced Mortgage
Loans, and the Servicer has agreed to do so, subject to the rights of the Seller
and the Master Servicer to terminate the rights and obligations of the Servicer
hereunder as set forth herein and to the other conditions set forth
herein.
WHEREAS,
the Seller and the Servicer agree that the provisions of the SWSA shall apply
to
the Serviced Mortgage Loans, but only to the extent provided herein and that
this Agreement shall govern the Serviced Mortgage Loans for so long as such
Serviced Mortgage Loans remain subject to the provisions of the Trust
Agreement.
WHEREAS,
the Master Servicer and any successor master servicer shall be obligated, among
other things, to supervise the servicing of the Serviced Mortgage Loans on
behalf of the Trustee, and shall have the right, under certain circumstances,
to
terminate the rights and obligations of the Servicer under this
Agreement.
WHEREAS,
the Seller and the Servicer intend that each of the Master Servicer and the
Trustee is an intended third party beneficiary of this Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth
and
for other good and valuable consideration, the receipt and adequacy of which
are
hereby acknowledged, the Seller and the Servicer hereby agree as
follows:
AGREEMENT
1. Definitions.
Capitalized terms used and not defined in this Agreement, including Exhibit
A
hereto and any provisions of the SWSA incorporated by reference herein
(regardless if such terms are defined in the SWSA), shall have the meanings
ascribed to such terms in the Trust Agreement.
2. Custodianship.
The
parties hereto acknowledge that U.S. Bank National Association will act as
custodian of the Serviced Mortgage
Files
for the Trustee pursuant to the Custodial Agreement dated as of June
1,
2007,
by and
between U.S. Bank National Association and the Trustee.
3. Servicing.
The
Servicer agrees, with respect to the Serviced Mortgage Loans, to perform and
observe the duties, responsibilities and obligations that are to be performed
and observed under the provisions of the SWSA, except as otherwise provided
herein and on Exhibit A hereto, and that the provisions of the SWSA, as so
modified, are and shall be a part of this Agreement to the same extent as if
set
forth herein in full.
4. Trust
Cut-off Date.
The
parties hereto acknowledge that by operation of Section 4.05 and Section 5.01
of
the SWSA, the remittance on July 18, 2007 to the Trust Fund is to include
principal due after June 1, 2007 (the “Trust Cut-off Date”) plus interest, at
the Mortgage Loan Remittance Rate collected during the related Due Period
exclusive of any portion thereof allocable to a period prior to the Trust
Cut-off Date, with the adjustments specified in clauses (b), (c) and (d) Section
6.01 of the SWSA.
5. Master
Servicing; Termination of Servicer.
The
Servicer, including any successor servicer hereunder, shall be subject to the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
ensure that the Servicer services the Serviced Mortgage Loans in accordance
with
the provisions of this Agreement. The Master Servicer, acting on behalf of
the
Trustee and the LMT 2007-6 Trust Fund (the “Trust Fund”) created pursuant to the
Trust Agreement, shall have the same rights as Xxxxxx Brothers Bank under the
SWSA to enforce the obligations of the Servicer under the SWSA and the term
“Purchaser” as used in the SWSA in connection with any rights of the Purchaser
shall refer to the Trust Fund or, as the context requires, the Master Servicer
acting in its capacity as agent for the Trust Fund, except as otherwise
specified in Exhibit A hereto. The Master Servicer shall be entitled to
terminate the rights and obligations of the Servicer under this Agreement upon
the failure of the Servicer to perform any of its obligations under this
Agreement, which failure results in an Event of Default as provided in Article
XI of the SWSA. Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer assume any of the obligations of Xxxxxx Brothers
Bank
under the SWSA and in connection with the performance of the Master Servicer’s
duties hereunder the parties and other signatories hereto agree that the Master
Servicer shall be entitled to all of the rights, protections and limitations
of
liability afforded to the Master Servicer under the Trust
Agreement.
6. No
Representations.
Neither
the Servicer nor the Master Servicer shall be obligated or required to make
any
representations and warranties regarding the characteristics of the Serviced
Mortgage Loans (other than those representations and warranties made by the
Servicer in Section 4.01 of the SWSA) 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.
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All
notices required to be delivered to the Master Servicer under this Agreement
shall be delivered to the Master Servicer at the following address:
Aurora
Loan Services LLC
00000
Xxxx Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxxx X. Xxxxxx
Telephone:
(000) 000-0000
Telecopier:
(000) 000-0000
All
remittances required to be made to the Master Servicer under this Agreement
shall be made on a scheduled/scheduled basis to the following wire
account:
The
Bank
of New York
ABA#:
000-000-000
Account
Name: Aurora Loan Services LLC,
Master Servicing Payment Clearing Account
Account
Number: 8900620730
Beneficiary:
Aurora Loan Services LLC
For
further credit to: LMT 2007-6
All
notices required to be delivered to the Trustee hereunder shall be delivered
to
the Trustee at the following address:
U.S.
Bank National Association
Xxx
Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
Structured Finance Department, LMT 2007-6
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, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxx
Telephone:
(000) 000-0000
E-mail:
xxxxxxx@xxxxxx.xxx
All
notices required to be delivered to the Servicer hereunder shall be delivered
to
its office at the address for notices as set forth in the SWSA.
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8. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
9. Trustee
Capacity.
It is
expressly understood and agreed by the parties hereto that insofar as this
Agreement is executed by U.S. Bank National Association (i) it is
executed and delivered by such party, not in its individual capacity but solely
as Trustee under the Trust Agreement dated
as of June 1, 2007, among the Depositor, the Trustee, and any other party named
therein in
the exercise of the powers and authority conferred to and vested in it
thereunder, (ii) each of the representations, undertakings and agreements herein
made on behalf of the Trust Fund is made and intended not as personal
representations, undertakings and agreements of the Trustee but is made and
intended solely for the purpose of binding only the Trust
Fund, and (iii) under no circumstances shall
the Trustee in its individual capacity be personally liable for the
payment of any indebtedness or expenses or be personally liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken under this Agreement or any related document.
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. Termination.
Upon
the termination of the Trust Fund pursuant to Article VII of the Trust
Agreement, this Agreement shall terminate, and thereafter, the Mortgage Loans
shall be serviced in accordance with the terms of the SWSA. In the event that
the SWSA was terminated prior to the termination of the Trust Fund, the Servicer
and the Master Servicer shall enter into a replacement servicing agreement
with
respect to the Mortgage Loans, which agreement shall be similar to the SWSA
in
all material respects. In the event that the Master Servicer and the Servicer
fail to enter into a replacement servicing agreement promptly after the
termination of the Trust Fund, the Master Servicer may transfer the servicing
of
the Mortgage Loans to a third party servicer at its sole discretion; provided
that the Mortgage Loans shall be serviced in accordance with the terms of this
Agreement until such time the servicing of the Mortgage Loans has been
transferred to such third-party servicer.
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Executed
as of the day and year first above written.
XXXXXX
BROTHER HOLDINGS INC.,
as
Seller
By:
/s/
Xxxxx X. Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
Authorized Signatory
NATIONAL
CITY MORTGAGE CO.,
as
Servicer
By:
/s/
Xxxx Xxxx Xxxxxxxx
Name:
Xxxx Xxxx Xxxxxxxx
Title:
Vice President
Acknowledged:
AURORA
LOAN SERVICES LLC,
as Master Servicer
as Master Servicer
By:
/s/
Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
U.S.
BANK
NATIONAL ASSOCIATION,
not
in
its individual capacity but solely as Trustee
By:
/s/
Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
Vice President
EXHIBIT
A
Modifications
to the SWSA
1.
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Unless
otherwise specified herein, any provisions of the SWSA, including
definitions, relating to (i) representations and warranties relating
to
the Mortgage Loans and not relating to the servicing of the Mortgage
Loans, (ii) Mortgage Loan repurchase obligations, (iii) Agency Transfer,
Whole Loan Transfers, Securitization Transactions and Reconstitution,
and
(iv) Assignments of Mortgage (except for Section 12.11 thereof),
shall be
disregarded for purposes relating to this Agreement. Except as otherwise
referred to herein, the exhibits to the SWSA and all references to
such
exhibits shall also be disregarded.
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2.
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The
definition of “Business Day” is hereby amended in its entirety to read as
follows:
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Business
Day:
Any day
other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings
and loan institutions in the State of New York, the State of Maryland and the
State of Minnesota are authorized or obligated by law or executive order to
be
closed.
3.
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The
definition of “Closing Date” is hereby amended in its entirety to read as
follows:
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Closing
Date:
June
29, 2007.
4.
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The
definition of “Custodial Agreement” in Article I is hereby amended in its
entirety to read as follows:
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Custodial
Agreement:
The
custodial agreement dated as of June 1, 2007, by and between the Custodian
and
the Trustee.
5.
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The
definition of “Custodian” in Article I is hereby amended in its entirety
to read as follows:
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Custodian:
U.S.
Bank National Association and any of its successors and assigns.
6.
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The
definition of “Eligible Investments” in Article I is hereby amended in its
entirety to read as follows:
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Eligible
Investments:
Any one
or more of the obligations and securities listed below which investment provides
for a date of maturity not later than the Determination Date in each
month:
(i) direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
(ii) federal
funds, or demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories, the Trustee or any agent of the
Trustee, acting in its respective commercial capacity) incorporated or organized
under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking authorities, so
long
as at the time of investment or the contractual commitment providing for such
investment the commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one of its
two highest long-term rating categories;
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(iii) repurchase
agreements collateralized by Direct Obligations or securities guaranteed by
GNMA, Xxxxxx Mae or Xxxxxxx Mac with any registered broker/dealer subject to
Securities Investors’ Protection Corporation jurisdiction or any commercial bank
insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured
and unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which have
a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to one
of
the two highest long-term credit rating categories of each Rating Agency;
provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held as part of the Trust
Fund to exceed 20% of the sum of the aggregate principal balance of the Mortgage
Loans; provided,
further,
that
such securities will not be Eligible Investments if they are published as being
under review with negative implications from either Rating Agency;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 180 days after the date of issuance thereof) rated by each Rating Agency
in
its highest short-term rating category;
(vi) a
Qualified GIC;
(vii) certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(viii) any
other
demand, money market, common trust fund or time deposit or obligation, or
interest-bearing or other security or investment, (A) rated in the highest
rating category by each Rating Agency or (B) that would not adversely affect
the
then current rating by each Rating Agency of any of the Certificates. Such
investments in this subsection (viii) may include money market mutual funds
or
common trust funds, including any fund for which the Trustee, the Master
Servicer or an affiliate thereof serves as an investment advisor, administrator,
shareholder servicing agent, and/or custodian or subcustodian, notwithstanding
that (x) the Trustee, the Master Servicer or an affiliate thereof charges and
collects fees and expenses from such funds for services rendered, (y) the
Trustee, the Master Servicer or an affiliate thereof charges and collects fees
and expenses for services rendered pursuant to this Agreement, and (z) services
performed for such funds and pursuant to this Agreement may converge at any
time, provided, however, that no such instrument shall be an Eligible Investment
if such instrument evidences either (i) a right to receive only interest
payments with respect to the obligations underlying such instrument, or
(ii) both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments with respect
to such instrument provide a yield to maturity of greater than 120% of the
yield
to maturity at par of such underlying obligations.
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7.
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The
definition of “GNMA” is hereby added to Article I to immediately follow
the definition of “Xxxxxxx Mac
Guides”:
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GNMA:
The
Government National Mortgage Association, or any successor thereto.
8.
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The
definition of “Monthly Advance” in Article I is hereby amended in its
entirety to read as follows:
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Monthly
Advance:
With
respect to each Remittance Date and each Mortgage Loan, an amount equal to
the
Monthly Payment (with the interest portion of such Monthly Payment adjusted
to
the Mortgage Loan Remittance Rate) that was due on the Mortgage Loan on the
Due
Date in the related Due Period, and that (i) was delinquent at the close of
business on the related Determination Date and (ii) was not the subject of
a
previous Monthly Advance, but only to the extent that such amount is expected,
in the reasonable judgment of the Servicer, to be recoverable from collections
or other recoveries in respect of such Mortgage Loan. To the extent that the
Servicer determines that any such amount is not recoverable from collections
or
other recoveries in respect of such Mortgage Loan, such determination shall
be
evidenced by a certificate of a Servicing Officer delivered to the Master
Servicer setting forth such determination and the procedures and considerations
of the Servicer forming the basis of such determination, which shall include
a
copy of any BPO and any other information or reports obtained by the Servicer
which may support such determinations.
9.
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The
definition of “Mortgage Loan” in Article I is hereby amended in its
entirety to read as follows:
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Mortgage
Loan:
An
individual servicing retained Mortgage Loan which is subject to this Agreement
being identified on the Mortgage Loan Schedule to this Agreement, which Mortgage
Loan includes without limitation the Mortgage Loan documents, the Monthly
Reports, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds and all other rights, benefits,
proceeds and obligations arising from or in connection with such Mortgage Loan.
10.
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The
definition of “Mortgage Loan Schedule” in Article I is hereby amended in
its entirety to read as follows:
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Mortgage
Loan Schedule:
The
schedule of Mortgage Loans setting forth certain information with respect to
the
Mortgage Loans, which Mortgage Loan Schedule is attached as Exhibit J to this
Agreement.
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11.
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The
definition of “Prepayment Interest Shortfall Amount” in Article I is
hereby amended in its entirety to read as
follows:
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Prepayment
Interest Shortfall Amount:
With
respect to any Mortgage Loan that was subject to a voluntary (not including
discounted payoffs) Principal Prepayment in full or in part during any Due
Period, which Principal Prepayment was applied to such Mortgage Loan prior
to
such Mortgage Loan’s Due Date in such Due Period, the amount of interest (net of
the related Servicing Fee for Principal Prepayments in full only) that would
have accrued on the amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment was applied to
such
Mortgage Loan and ending on the day immediately preceding such Due Date,
inclusive.
12.
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The
definition of “Qualified Depository” in Article I is hereby amended in its
entirety to read as follows:
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Qualified
Depository:
Any of
(i) a federal or state-chartered depository institution the accounts of which
are insured by the FDIC and whose commercial paper, short-term debt obligations
or other short-term deposits are rated at least “A-1+” by Standard & Poor’s
if the deposits are to be held in the account for less than 30 days, or whose
long-term unsecured debt obligations are rated at least “AA-” by Standard &
Poor’s if the deposits are to be held in the account for more than 30 days, but
no more than 365 days, or (ii) the corporate trust department of a federal
or
state-chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), which, in either case, has corporate trust powers,
acting in its fiduciary capacity.
13.
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The
definition of “Qualified GIC” is hereby added to Article I to immediately
follow the definition of “Qualified Depository”, to read as
follows:
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Qualified
GIC:
A
guaranteed investment contract or surety bond providing for the investment
of
funds in the Custodial Account and insuring a minimum, fixed or floating rate
of
return on investments of such funds, which contract or surety bond
shall:
(a) be
an
obligation of an insurance company or other corporation whose long-term debt
is
rated by each Rating Agency in one of its two highest rating categories or,
if
such insurance company has no long-term debt, whose claims paying ability is
rated by each Rating Agency in one of its two highest rating categories, and
whose short-term debt is rated by each Rating Agency in its highest rating
category;
(b) provide
that the Servicer may exercise all of the rights under such contract or surety
bond without the necessity of taking any action by any other
Person;
(c) provide
that if at any time the then current credit standing of the obligor under such
guaranteed investment contract is such that continued investment pursuant to
such contract of funds would result in a downgrading of any rating of the
Servicer, the Servicer shall terminate such contract without penalty and be
entitled to the return of all funds previously invested thereunder, together
with accrued interest thereon at the interest rate provided under such contract
to the date of delivery of such funds to the Trustee;
(d) provide
that the Servicer’s interest therein shall be transferable to any successor
Servicer or the Master Servicer hereunder; and
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(e) provide
that the funds reinvested thereunder and accrued interest thereon be returnable
to the Custodial Account, as the case may be, not later than the Business Day
prior to any Determination Date.
14.
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The
definition of “Servicing Fee” in Article I is hereby amended in its
entirety to read as follows:
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Servicing
Fee:
An
amount equal to one-twelfth the product of (a) the Servicing Fee Rate and (b)
the outstanding principal balance of the Mortgage Loan. The Servicing Fee is
payable solely from the interest portion (including recoveries with respect
to
interest from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
REO Disposition Proceeds) of such Monthly Payment collected by the Servicer
or
as otherwise provided under this Agreement.
15.
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The
definition of “Servicing Officer” is hereby added to Article I to
immediately follow the definition of “Servicing File”, to read as
follows:
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Servicing
Officer:
Any
officer of the Company involved in or responsible for, the administration and
servicing of the Mortgage Loans whose name appears on a list of servicing
officers furnished by the Company to the Trust Fund upon request, as such list
may from time to time be amended.
16.
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The
parties acknowledge that the third paragraph of Section 2.02 shall
be
inapplicable to this Agreement.
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17.
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The
parties acknowledge that Section 2.03 (Custodial Agreement; Delivery
of
Documents) shall be superseded by the provisions of the applicable
Custodial Agreement.
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18.
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Section
4.01(c) (No Conflicts) is hereby amended by deleting the words “the
acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage
Loans to the Purchaser or the transactions contemplated
hereby”.
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19.
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Section
4.01(f) (Ability to Perform) is hereby amended by deleting the second
and
third sentences thereof.
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20.
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Section
4.01(h) (No Consent Required) is hereby amended by deleting the words
“or
the sale of the Mortgage Loans to the Purchaser or the consummation
of the
transactions contemplated by this
Agreement”.
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21.
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Section
4.01 (i) (Selection Process), Section 4.01 (j) (Pool Characteristics),
Section 4.01 (l) (Sale Treatment), Section 4.01 (n) (No Broker’s Fees’),
Section 4.01 (o) (Origination) and Section 4.01(q) (Fair Consideration)
shall be inapplicable to this
Agreement.
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22.
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Section
4.03 (Remedies for Breach of Representations and Warranties) is hereby
amended in its entirety to read as
follows:
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It
is
understood and agreed that the representations and warranties set forth in
Section 4.01 (a) through (h), (k), (m), (p) and (r) shall survive the engagement
of the Servicer to perform the servicing responsibilities hereunder and the
delivery of the Servicing Files to the Servicer and shall inure to the benefit
of the Trustee, the Trust Fund and the Master Servicer. Upon discovery by either
the Servicer, the Master Servicer or the Trustee of a breach of any of the
foregoing representations and warranties which materially and adversely affects
the ability of the Servicer to perform its duties and obligations under this
Agreement or otherwise materially and adversely affects the value of the
Mortgage Loans, the Mortgaged Property or the priority of the security interest
on such Mortgaged Property or the interest of the Trustee or the Trust Fund,
the
party discovering such breach shall give prompt written notice to the
other.
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Within
60
days (or in the case of any breach of a representation or warranty set forth
in
Section 2 of the Regulation AB Compliance Addendum set forth in Exhibit I,
five
(5) 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 4.01 which
materially and adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise materially and
adversely affects the value of the Loans, the Mortgaged Property or the priority
of the security interest on such Mortgaged Property, the Servicer shall use
its
best efforts promptly to cure such breach in all material respects and, if
such
breach cannot be cured, the Servicer shall, at the Master Servicer’s option,
assign the Servicer’s rights and obligations under this Agreement (or respecting
the affected Loans) to a successor Servicer selected by the Master Servicer
with
the prior consent and approval of the Trustee (if its approval is required
under
the Trust Agreement. Such assignment shall be made in accordance with Section
12.01.
In
addition, the Servicer shall indemnify (from its own funds) the Trustee, the
Trust Fund and Master Servicer and hold each of them harmless against any costs
resulting from any claim, demand, defense or assertion based on or grounded
upon, or resulting from, a breach of the Servicer’s representations and
warranties contained in this Agreement. It is understood and agreed that the
remedies set forth in this Section 4.03 constitute the sole remedies of the
Master Servicer, the Trust Fund and the Trustee respecting a breach of the
foregoing representations and warranties.
Any
cause
of action against the Servicer relating to or arising out of the breach of
any
representations and warranties made in Section 4.01 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.
23.
|
Section
4.04 (Restrictions
and Requirements Applicable in the Event that a Mortgage Loan is
Acquired
by a REMIC)
is hereby amended by adding the following sentence at the end of
the first
paragraph of Subsection (d)
thereof:
|
Notwithstanding
the foregoing, no Opinion of Counsel shall be required for any modification
of a
Mortgage Loan pursuant to Section 5.01.
24.
|
Section
5.01 (Company to Act as Servicer) is hereby amended as
follows:
|
(i) by
deleting the first, second and third sentences of the second paragraph of such
section and replacing it with the following:
Consistent
with the terms of this Agreement, the Company may waive, modify or vary any
term
of any Mortgage Loan or consent to the postponement of any such term or in
any
manner grant indulgence to any Mortgagor if in the Company’s reasonable and
prudent determination such waiver, modification, postponement or indulgence
is
not materially adverse to the Trust Fund on an aggregate basis, provided,
however,
that
unless the Mortgagor is in default with respect to the Mortgage Loan or such
default is, in the judgment of the Company, reasonably forseeable, the Company
shall not permit any modification with respect to any Mortgage Loan that would
change the Mortgage Interest Rate, forgive the payment of principal or interest,
reduce or increase the outstanding principal balance (except for actual payments
of principal) or change the final maturity date on such Mortgage
Loan. In
the
event of such modification, the Company shall calculate the Monthly Payment
for
such Mortgage Loan based on the modified terms of such Mortgage Loan and shall
only be required to make Monthly Advances pursuant to Section 6.03 to the extent
of such new Monthly Payment.
A-6
(ii) by
adding
the following to the end of the second paragraph of such section:
Promptly
after the execution of any assumption, modification, consolidation or extension
of any Mortgage Loan, the Company 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 Company 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.
25.
|
Section
5.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
|
(i) the
words
“National City Mortgage Co., in trust for Xxxxxx Brothers Bank, purchaser of
Conventional Residential Adjustable and Fixed Rate Mortgage Loans, Group
2007-FLOW” in the fourth, fifth and sixth lines of the first sentence of the
first paragraph shall be replaced by the following words:
“National
City Mortgage Co. in trust for the LMT 2007-6 Trust Fund”;
(ii) by
inserting the words “and the Master Servicer within 30 days of the Closing Date”
after the words “furnished to the Purchaser” in the second to last line of the
first paragraph;
(iii) by
amending clause (xi) to read as follows:
(xi)
|
the
amount of any Prepayment Interest Shortfall Amount paid out of the
Servicer’s own funds without any right to reimbursement
therefor;
|
(iv) by
replacing the words “on a daily basis within one Business Day of receipt” in the
second paragraph with “within two (2) Business Days after receipt”.
26.
|
Section
5.05 (Permitted Withdrawals From Custodial Account) is hereby amended
by
replacing the last five lines of clause (ii) with the following:
|
Servicer’s
right thereto shall be prior to the rights of the Trust Fund; provided however,
that in
the event that the Servicer determines in good faith that any unreimbursed
Monthly Advances will not be recoverable from amounts representing late
recoveries of payments of principal or interest respecting the particular
Mortgage Loan as to which such Monthly Advance was made or from Liquidation
Proceeds or Insurance Proceeds with respect to such Mortgage Loan, the Servicer
may reimburse itself for such amounts from the Custodial Account, it being
understood, in the case of any such reimbursement, that the Servicer’s right
thereto shall be prior to the rights of the Trust Fund;
A-7
27.
|
Section
5.06 (Establishment of and Deposits to Escrow Account) is hereby
amended
as follows:
|
(i) by
deleting the words “National City Mortgage Co., in trust for Xxxxxx Brothers
Bank, purchaser of Conventional Residential Adjustable and Fixed Rate Mortgage
Loans, Group 2007-FLOW” in the fourth , fifth and sixth lines of the first
sentence of the first paragraph, and replacing it with the following words:
“National
City Mortgage Co. in trust for the LMT 2007-6 Trust Fund”.
(ii) by
inserting the words “and the Master Servicer within 30 days of the Closing Date”
after the words “furnished to the Purchaser” in the second to last line of the
first paragraph;
(iii) by
replacing the words “on a daily basis within one Business Day of receipt” in the
second paragraph with “within two (2) Business Days after receipt”.
28.
|
Section
5.09 (Protection of Accounts) is hereby amended by adding the following
sentence to the end of the first paragraph
thereof:
|
Notwithstanding
the foregoing, in the event the Custodial Account or any Escrow Account is
held
in a depository institution or trust company that ceases to be an Qualified
Depository, the Servicer shall transfer such Custodial Account or Escrow
Account, as the case may be, to a Qualified Depository within 30
days.
29.
|
Section
5.16 (Title, Management and Disposition of REO Property) is hereby
amended
by (i) replacing the reference to “one year” in the seventh line of the
second paragraph thereof with “three years” and (ii) adding two new
paragraphs after the second paragraph thereof to read as
follows:
|
In
the
event that the Trust Fund acquires any REO Property in connection with a default
or imminent default on a Mortgage Loan, the Servicer shall dispose of such
REO
Property not later than the end of the third taxable year after the year of
its
acquisition by the Trust Fund unless the Servicer has applied for and received
a
grant of extension from the Internal Revenue Service to the effect that, under
the REMIC Provisions and any relevant proposed legislation and under applicable
state law, the applicable Trust REMIC may hold REO Property for a longer period
without adversely affecting the REMIC status of such REMIC or causing the
imposition of a federal or state tax upon such REMIC. If the Servicer has
received such an extension, then the Servicer shall continue to attempt to
sell
the REO Property for its fair market value for such period longer than three
years as such extension permits (the “Extended Period”). If the Servicer has not
received such an extension and the Servicer is unable to sell the REO Property
within the period ending 3 months before the end of such third taxable year
after its acquisition by the Trust Fund or if the Servicer has received such
an
extension, and the Servicer is unable to sell the REO Property within the period
ending three months before the close of the Extended Period, the Servicer shall,
before the end of the three year period or the Extended Period, as applicable,
(i) purchase such REO Property at a price equal to the REO Property’s fair
market value or (ii) auction the REO Property to the highest bidder (which
may
be the Servicer) in an auction reasonably designed to produce a fair price
prior
to the expiration of the three-year period or the Extended Period, as the case
may be. The Trustee shall sign any document or take any other action reasonably
requested by the Servicer which would enable the Servicer, on behalf of the
Trust Fund, to request such grant of extension.
A-8
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.
(iii)
deleting the first sentence of the third paragraph thereof, (iv) replacing
the
words “one” and “sentence” with “three” and “paragraph”, respectively, in the
fifth line of the third paragraph thereof, and (v) replacing the word “advances”
in the fourth line of the seventh paragraph thereof with “Monthly
Advances”;
(vi) by
adding
the following to the end of such Section:
Prior
to
acceptance by the Servicer of an offer to sell any REO Property, the Servicer
shall notify the Master Servicer of such offer in writing which notification
shall set forth all material terms of said offer (each a “Notice of Sale”). The
Master Servicer shall be deemed to have approved the sale of any REO Property
unless the Master Servicer notifies the Servicer in writing, within five (5)
days after its receipt of the related Notice of Sale, that it disapproves of
the
related sale, in which case the Servicer shall not proceed with such
sale.
30.
|
Section
5.19 (Notification of Adjustments) shall be inapplicable to this
Agreement.
|
31.
|
Section
6.01 (Remittances) is hereby amended by adding the following after
the
second paragraph of such Section:
|
All
remittances required to be made to the Master Servicer shall be made to the
following wire account or to such other account as may be specified by the
Master Servicer from time to time:
The
Bank
of New York
ABA#:
000-000-000
Account
Name: Aurora Loan Services LLC,
Master
Servicing Payment Clearing Account
Account
Number: 8900620730
Beneficiary:
Aurora Loan Services LLC
For
further credit to: LMT 2007-6
32.
|
Section
5.02 (Statements to Purchaser) is hereby amended in its entirety
to read
as follows:
|
Section
6.02 Statements
to Master Servicer.
A-9
Not
later
than the tenth calendar day of each month (or if such calendar day is not a
Business Day, the immediately preceding Business Day), the Servicer shall
furnish to the Master Servicer (i) a monthly remittance advice in a format
(mutually agreed to between the Servicer and the Master Servicer) similar to
the
format set forth in Exhibit E-1 hereto and a monthly defaulted loan report
in a
format (mutually agreed to between the Servicer and the Master Servicer) similar
to the format set forth in Exhibit E-2 hereto relating to the period ending
on
the last day of the preceding calendar month and (ii) all such information
required pursuant to clause (i) above on a magnetic tape or other similar media
reasonably acceptable to the Master Servicer.
The
Servicer shall promptly notify the Trustee, 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 K to this Agreement.
If
so
requested by the Trustee, the Master Servicer or the Depositor on any date
following the date on which information was first provided to the Trustee,
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
2(a) of the Regulation AB Compliance Addendum set forth in Exhibit I 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 Trustee, 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.
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 Trustee, 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.
33.
|
A
new Section 7.06 (Reporting
Requirements of the Commission and Indemnification)
is
hereby added by adding the following paragraphs after Section
7.05:
|
Section
7.06 Reporting
Requirements of the Commission and Indemnification
Notwithstanding
any other provision of this Agreement, 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 rules promulgated by the U.S. Securities
and Exchange Commission (the “Commission”) and any interpretations thereof by
the staff of the Commission (collectively, “SEC Rules”) 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, including as applicable (by way of example and not limitation),
a
description of any material litigation or governmental action or proceeding
involving the Servicer or its affiliates (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 SEC
Rules.
A-10
The
Servicer
hereby
agrees to indemnify and hold harmless the Depositor, the Master Servicer, their
respective officers and directors and each person, if any, who controls the
Depositor or Master Servicer 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, the Master Servicer, their 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, the Master Servicer, their
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 or Master Servicer by or on behalf of the
Servicer
specifically
in connection with this Agreement.
34.
|
Section
9.01 (Indemnification; Third Party Claims) is hereby amended by deleting
Subsection (a) and replacing it with the
following:
|
The
Servicer shall indemnify the Seller, the Trust Fund, the Trustee, the Depositor
and the Master Servicer and hold each of them harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and any other costs, fees and expenses
that any of such parties may sustain in any way related to the failure of the
Servicer to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement (including, but not limited to
its
obligation to provide the certification pursuant to Section 5 of the Regulation
AB Compliance Addendum set forth in Exhibit I) or for any inaccurate or
misleading information provided in the certification required pursuant to
Section 5 of the Regulation AB Compliance Addendum set forth in Exhibit I.
The
Servicer immediately shall notify the Seller, the Master Servicer and the
Trustee or any other relevant party if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans, assume (with the prior written
consent of the indemnified party, which consent shall not be unreasonably
withheld or delayed) the defense of any such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or any of such
parties in respect of such claim. The Servicer shall follow any written
instructions received from the Trustee in connection with such claim. The
Servicer shall provide the Trustee (with a copy to the Master Servicer) with
a
written report of all expenses and advances incurred by the Servicer pursuant
to
this Section 9.01, and the Trustee (after consultation with the Master Servicer)
from the assets of the Trust Fund promptly shall reimburse the Servicer for
all
amounts advanced by it pursuant to the preceding sentence except when the claim
is in any way relates to the failure of the Servicer to service and administer
the Mortgage Loans in strict compliance with the terms of this Agreement or
the
gross negligence, bad faith or willful misconduct of this Servicer.
A-11
35.
|
Section
10.01 (Events of Default) is hereby amended
by:
|
(a)
|
changing
any reference to “Purchaser” to “Master
Servicer”
|
(b)
|
changing
the reference to “one Business Day” to “two Business Days” in clause (i);
|
(c)
|
amending
and restating clause (vii) in its entirety to read as
follows;
|
(vii)
the
Servicer at any time is not either a Xxxxxx Xxx or Xxxxxxx Mac approved
seller/servicer, and the Master Servicer has not terminated the rights and
obligations of the Servicer under this Agreement and replaced the Servicer
with
a Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30 days of the absence
of
such approval;
(d)
|
adding
the words “within the applicable cure period” after the word “remedied” in
the second line of the second paragraph;
|
(e)
|
adding
the following as clauses (x), (xi) and (xii)
thereof:
|
(x)
if
(a) any of the Rating Agencies reduces or withdraws the rating of any of the
certificates issued by the Trust Fund due to a reason attributable to the Seller
or (b) the Seller’s residential primary servicer rating for servicing of
mortgage loans of the same type as the Mortgage Loans issued by any of the
Rating Agencies is reduced below its rating in effect on the related Closing
Date or withdrawn;
(xi)
any
failure by the Servicer (including any Subservicer, any Subcontractor or any
Third-Party Originator) to fulfill delivery obligations as described in Section
7(b)(i) and Section 7(b)(ii) of the Regulation AB Compliance Addendum set forth
in Exhibit I; or
(xii)
except with respect to those items listed in clause (x) above, any failure
by
the Servicer to duly perform, within the required time period, without notice
or
grace period, its obligations to provide any other information, data or
materials required to be provided hereunder, including any items required to
be
included in any Exchange Act report.
A-12
36.
|
Section
10.02 (Waiver of Defaults) is hereby amended by changing the reference
to
“Purchaser” to “Master Servicer with the prior written consent of the
Trustee”.
|
37.
|
Section
11.01 (Termination) is hereby amended by restating subclause (ii)
thereof
to read as below and adding the following sentence after the first
second
of Section 11.01:
|
(ii)
|
the
exercise of the Master Servicer’s right pursuant to Section 10.01 to
terminate this Agreement upon an Event of Default, provided such
termination is also acceptable to the Trustee and the Rating
Agencies.
|
At
the
time of any termination of the Servicer pursuant to Section 11.01, the Servicer
shall be entitled to all accrued and unpaid Servicing Fees and unreimbursed
Servicing Advances and Monthly Advances; provided,
however,
in the
event of a termination for cause under Section 10.01 hereof, such unreimbursed
amounts shall not be reimbursed to the Servicer until such amounts are received
by the Trust Fund from the related Mortgage Loans.
38.
|
The
first paragraph of Section 11.02 (Termination Without Cause) is hereby
amended by replacing all references to “Purchaser” with
“Seller.”
|
39.
|
Section
12.01 (Successor to Company) is hereby amended in its entirety to
read as
follows:
|
Simultaneously
with the termination of the Servicer’s responsibilities and duties under this
Agreement pursuant to Sections 9.04, 10.01, 11.01(ii) or 11.02 the Master
Servicer shall, in accordance with the provisions of the Trust Agreement (i)
succeed to and assume all of the Servicer’s responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor meeting the
eligibility requirements of this Agreement, and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the
Servicer under this Agreement with the termination of the Servicer’s
responsibilities, duties and liabilities under this Agreement. Any successor
to
the Servicer that is not at that time a Servicer of other mortgage loans for
the
Trust Fund shall be subject to the approval of the Master Servicer, 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 Seller, as applicable, may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it
and
such successor shall agree; provided,
however,
that no
such compensation shall be in excess of that permitted the Servicer under this
Agreement. In the event that the Servicer’s duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and shall
take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the Servicer pursuant
to the aforementioned sections shall not become effective until a successor
shall be appointed pursuant to this Section 12.01 and shall in no event relieve
the Servicer of the representations and warranties made pursuant to Sections
4.01 and 4.02 and the remedies available to the Trust Fund under Section 4.03
shall be applicable to the Servicer notwithstanding any such resignation or
termination of the Servicer, or the termination of this Agreement.
A-13
Within
a
reasonable period of time, but in no event longer than 30 days of the
appointment of a successor entity, the Servicer shall prepare, execute and
deliver to the successor entity any and all documents and other instruments,
place in such successor’s possession all Servicing Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes
of
such notice of termination. The Servicer shall cooperate with the Trustee and
the Master Servicer, as applicable, and such successor in effecting the
termination of the Servicer’s responsibilities and rights hereunder and the
transfer of servicing responsibilities to the successor Servicer, including
without limitation, the transfer to such successor for administration by it
of
all cash amounts which shall at the time be credited by the Servicer to the
Account or any Escrow Account or thereafter received with respect to the
Mortgage Loans.
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Trustee, the Servicer and the Master Servicer an instrument (i) accepting
such appointment, wherein the successor shall make an assumption of the due
and
punctual performance and observance of each covenant and condition to be
performed and observed by the Servicer under this Agreement, whereupon such
successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer, with like effect
as if originally named as a party to this Agreement. Any termination or
resignation of the Servicer or termination of this Agreement pursuant to
Sections 9.04, 10.01, 11.01 or 11.02 shall not affect any claims that the Master
Servicer or the Trustee may have against the Servicer arising out of the
Servicer’s actions or failure to act prior to any such termination or
resignation.
The
Servicer shall deliver within three (3) Business Days of the appointment of
a
successor Servicer the funds in the Account and Escrow Account and all
Collateral Files, Credit Files and related documents and statements held by
it
hereunder to the successor Servicer and the Servicer shall account for all
funds
and shall execute and deliver such instruments and do such other things as
may
reasonably be required to more fully and definitively vest in the successor
all
such rights, powers, duties, responsibilities, obligations and liabilities
of
the Servicer.
Upon
a
successor’s acceptance of appointment as such, the Servicer shall notify the
Trustee and Master Servicer of such appointment in accordance with the notice
procedures set forth herein.
Except
as
otherwise provided in this Agreement, all reasonable costs and expenses incurred
in connection with any transfer of servicing hereunder (whether as a result
of
termination or removal of the Servicer or resignation of the Servicer or
otherwise), including, without limitation, the costs and expenses of the Master
Servicer or any other Person in appointing a successor servicer, or of the
Master Servicer in assuming the responsibilities of the Servicer hereunder,
or
of transferring the Servicing Files and the other necessary data to the
successor servicer shall be paid by the terminated, removed or resigning
Servicer from its own funds without reimbursement.
40.
|
Section
12.02 (Amendment) is hereby amended by replacing the words “by the Company
and the Purchaser by written agreement signed by the Company and
the
Purchaser” with “by written agreement by the Servicer and the Seller, with
the written consent of the Master Servicer and the
Trustee”.
|
A-14
41.
|
Sections
12.03 (Closing) and 12.05 (Closing Documents) shall be inapplicable
to
this Agreement.
|
42.
|
Section
12.06 (Duration of Agreement) is hereby amended by deleting the last
sentence thereof.
|
43.
|
Section
12.12 (Assignment by Purchaser) is hereby deleted in its entirety
and
replaced with the following:
|
Acknowledgement.
The Servicer hereby acknowledges that the rights of the Seller under the SWSA,
as amended by this Agreement, will be assigned to SASCO under their respective
Mortgage Loan Sale and Assignment Agreements, and subsequently to the Trust
Fund
under the Trust Agreement and agrees that the Mortgage Loan Sale and Assignment
Agreements and the Trust Agreement will each be an assignment and assumption
agreement or other assignment document required pursuant to Sections 2.02 and
12.12 of the SWSA and will constitute an assignment and assumption of the rights
of the Seller under the SWSA to SASCO and the Trust Fund, as applicable. In
addition, the Trust Fund will make a REMIC election. The Servicer hereby
consents to such assignment and assumption and acknowledges the Trust Fund’s
REMIC election.
44.
|
Section
12.11 (No Personal Solicitation) is hereby amended by replacing the
words
“the Purchaser” with “the Seller” in each
instance.
|
45.
|
Intended
Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties
to this
Agreement agree that it is appropriate, in furtherance of the intent
of
such parties as set forth herein, that the Master Servicer and the
Trustee
receive the benefit of the provisions of this Agreement as intended
third
party beneficiaries of this Agreement to the extent of such provisions.
The Servicer shall have the same obligations to the Master Servicer
and
the Trustee as if they were parties to this Agreement, and the Master
Servicer and the Trustee shall have the same rights and remedies
to
enforce the provisions of this Agreement as if they were parties
to this
Agreement. The Servicer shall only take direction from the Master
Servicer
(if direction by the Master Servicer is required under this Agreement)
unless otherwise directed by this Agreement. Notwithstanding the
foregoing, all rights and obligations of the Master Servicer and
the
Trustee hereunder (other than the right to indemnification) shall
terminate upon termination of the Trust Agreement and of the Trust
Fund
pursuant to the Trust Agreement.
|
46.
|
Exhibit
C-1 to the SWSA (Custodial Account Certification) is hereby amended
by
replacing “National City Mortgage Co., in trust for Xxxxxx Brothers Bank,
FSB, purchaser of Conventional Residential Adjustable and Fixed Rate
Mortgage Loans, Group No. 2007-FLOW” with “National City Mortgage Co. in
trust for the LMT 2007-6 Trust
Fund.”
|
47.
|
Exhibit
C-2 to the SWSA (Custodial Account Letter Agreement) is hereby amended
by
replacing “National City Mortgage Co., in trust for Xxxxxx Brothers Bank,
FSB, purchaser of Conventional Residential Adjustable and Fixed Rate
Mortgage Loans, Group No. 2007-FLOW” with “National City Mortgage Co. in
trust for the LMT 2007-6 Trust
Fund.”
|
A-15
48.
|
Exhibit
D-1 to the SWSA (Escrow Account Certification) is hereby amended
by
replacing “National City Mortgage Co., in trust for Xxxxxx Brothers Bank,
FSB, purchaser of Conventional Residential Adjustable and Fixed Rate
Mortgage Loans, Group No. 2007-FLOW, and various mortgagors” with
“National City Mortgage Co. in trust for the LMT 2007-6 Trust Fund
and
various mortgagors.”
|
49.
|
Exhibit
D-2 to the SWSA (Escrow Account Certification) is hereby amended
by
replacing “National City Mortgage Co., in trust for Xxxxxx Brothers Bank,
FSB, purchaser of Conventional Residential Adjustable and Fixed Rate
Mortgage Loans, Group No. 2007-FLOW, and various mortgagors” with
“National City Mortgage Co. in trust for the LMT 2007-6 Trust Fund
and
various mortgagors.”
|
50.
|
Exhibit
D hereto is added to the SWSA as Exhibit J
thereto.
|
51.
|
Exhibit
E hereto is added to the SWSA as Exhibit K
thereto.
|
52.
|
Exhibit
I (Regulation AB Compliance) is hereby amended as
follows:
|
(a)
|
Section
1 (Intent of the Parties) is hereby amended as follows:
|
(i)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance;
|
(ii)
|
by
replacing the words “Neither the Purchaser nor any Depositor” with “None
of the Trust Fund, the Depositor, the Trustee and the Master
Servicer”;
|
(iii)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each instance;
|
(iv)
|
by
replacing the words “the Purchaser to deliver to the Purchaser (including
any of its assignees or designees) and any Depositor” with “the Trust
Fund, the Depositor, the Trustee or the Master Servicer to deliver
to such
party (including any of its assignees or designees)”;
and
|
(v)
|
by
replacing the words “the Purchaser or such Depositor” with “the Trust
Fund, the Depositor, the Trustee or the Master Servicer.”
|
(b)
|
Section
2 (Additional Representations and Warranties of the Company) is hereby
amended as follows:
|
(i)
|
by
replacing the words “the Purchaser and to any Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance;
|
(ii)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each instance;
|
(iii)
|
by
replacing the words “the Purchaser or such Depositor” with “the Trust
Fund, the Depositor, the Trustee or the Master Servicer” in each instance;
and
|
(iv)
|
by
replacing Section 2(a)(vii) in its entirety with the
following:
|
A-16
(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
Securitization Transaction and any party thereto listed on Exhibit K hereto
of a
type described in Item 1119 of Regulation AB.
(c)
|
Section
3 (Information to Be Provided by the Company) is hereby amended as
follows:
|
(i)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each instance;
|
(ii)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance;
|
(iii)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance;
|
(iv)
|
by
replacing the words “as reasonably identified by the Purchaser” with “as
reasonably identified by the Trust Fund, the Depositor, the Trustee
or the
Master Servicer” in each instance;
|
(v)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each instance;
|
(vi)
|
by
replacing the words “the Purchaser or the Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each instance;
|
(vii)
|
by
replacing the words “the Purchaser or Depositor” with “the Trust Fund, the
Depositor, the Trustee or the Master Servicer” in each instance;
|
(viii)
|
by
replacing the words “the Purchaser or such Depositor” with “the Trust
Fund, the Depositor, the Trustee or the Master Servicer” in each instance;
and
|
(ix)
|
by
amending Section 3 (a)(D) to read in its entirety as
follows:
|
(D)
as
promptly as practicable following notice to the Company, 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 K hereto.
(d)
|
Section
4 (Servicer Compliance Statement) is hereby amended as
follows:
|
(i)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance; and
|
(ii)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance.
|
(e)
|
Section
5 (Report on Assessment of Compliance and Attestation) is hereby
amended
as follows:
|
(i)
|
the
first sentence of subsection (a)(1) is hereby amended as follows:
|
A-17
deliver
to the Master Servicer, the Purchaser and any Depositor a report (in form and
substance reasonably satisfactory to the Master Servicer, the Purchaser and
such
Depositor) regarding the Company’s assessment of compliance with the Servicing
Criteria during the immediately preceding calendar year, prior to the closing
date of any Securitization Transaction and as required under Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB.
(ii)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance;
|
(iii)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance;
|
(iv)
|
by
replacing the words “the Purchaser, any Depositor and any other Person”
with “the Trust Fund, the Depositor, the Trustee, the Master Servicer and
any other Person” in each instance;
and
|
(v)
|
by
replacing clause (a)(iii) in its entirety with the
following:
|
(iii)
cause (x) each Subservicer and (y) each Subcontractor determined by the Company
pursuant to Section 6 of this Regulation AB Compliance Addendum to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB (each, a “Participating Entity”) and for which the Company does
not elect to take responsibility for assessing compliance with the Servicing
Criteria in accordance with Regulation AB Telephone Interpretation 17.06, to
deliver to the Purchaser, the Master Servicer, the Trustee, the Trust Fund
and
any Depositor an assessment of compliance and accountants’ attestation as and
when provided in paragraphs (i) and (ii) of this Section 5(a); and
(f)
|
Section
6 (Use of Subservicers and Subcontractors) is hereby amended as
follows:
|
(i)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each
instance;
|
(ii)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance;
|
(iii)
|
by
replacing clause (b)(iii) with the
following:
|
(iii)
which elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each Subcontractor for which the Company does not elect
to take responsibility for assessing compliance with the Servicing Criteria
in
accordance with Regulation AB Telephone Interpretation 17.06 identified pursuant
to clause (ii) of this paragraph.
(iv)
|
By
replacing the last sentence of the second paragraph of subsection
(b) with
the following:
|
The
Company shall be responsible for obtaining from each Subcontractor for which
the
Company does not elect to take responsibility for assessing compliance with
the
Servicing Criteria in accordance with Regulation AB Telephone Interpretation
17.06 and delivering to the Purchaser, the Master Servicer, the Trustee, the
Trust Fund or any Depositor any assessment of compliance and attestation
required to be delivered by such Subcontractor under Section 5 of this
Regulation AB Compliance Addendum, in each case as and when required to be
delivered.
A-18
(v)
|
by
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
|
(vi)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance.
|
(g)
|
Section
7 (Indemnification; Remedies) is hereby amended as
follows:
|
(i)
|
subparagraph
(a) of such section is hereby amended by (1) replacing the words
“the
Purchaser, each affiliate of the Purchaser” with “the Trust Fund, the
Depositor, the Trustee, the Master Servicer,” and (2) deleting the words
“or the Depositor” in its entirety;
|
(ii)
|
subparagraph
(b)(iii) of such section is hereby amended by (1) replacing the words
“the
Purchaser (or any designee of the Purchaser, such as a master servicer)
and any Depositor” with “the Trust Fund, the Depositor, the Trustee and
the Master Servicer,” (2) replacing the words “the Purchaser (or such
designee) or such Depositor” with “such party” in each instance and (3) by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each instance;
|
(iii)
|
by
replacing the words “Neither the Purchaser nor any Depositor” with “None
of the Trust Fund, the Depositor, the Trustee or the Master Servicer” in
each instance;
|
(iv)
|
by
replacing the words “the Purchaser, any Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each instance;
and
|
(v)
|
by
replacing the words “the Purchaser or Depositor” with “the Trust Fund, the
Depositor, the Trustee or the Master Servicer” in each
instance.
|
(h)
|
Exhibit
A to the Regulation AB Compliance Addendum is hereby replaced with
Exhibit
F attached to this Agreement.
|
(i)
|
Exhibit
B to the Regulation AB Compliance Addendum is hereby replaced with
Exhibit
G attached to this Agreement.
|
X-00
XXXXXXX
X
XXXX
X-0
EXHIBIT
C
Assignment
and Assumption Agreement
C-1
EXHIBIT
D
EXHIBIT
J
Schedule
of Serviced Mortgage Loans
[To
be
retained in a separate closing binder entitled “LMT 2007-6 Mortgage Loan
Schedules” at the Washington, DC offices of XxXxx Xxxxxx LLP]
D-1
EXHIBIT
E
EXHIBIT
K
TRANSACTION
PARTIES
Depositor: Structured
Asset Securities Corporation
Trustee:
U.S.
Bank
National Association
Securities
Administrator: N/A
Master
Servicer: Aurora
Loan Services LLC
Credit
Risk Manager: N/A
PMI
Insurer(s): N/A
Interest
Rate Swap Counterparty: N/A
Interest
Rate Cap Counterparty: Xxxxxx
Brothers Special Financing Inc.
Servicer(s):
Aurora Loan Services LLC, National City Mortgage Co. and PHH Mortgage
Corporation
Primary
Originator(s): Sovereign Bank, FSB, National City Mortgage Co. and Xxxxxx
Brothers Bank, FSB.
Custodian(s):
LaSalle Bank National Association, Xxxxx Fargo Bank, N.A. and U.S. Bank National
Association
Sponsor
and Seller: Xxxxxx Brothers Holdings, Inc.
E-1
EXHIBIT
F
EXHIBIT
A
[Date]
FORM
OF
ANNUAL CERTIFICATION
Re:
|
The
Reconstituted Servicing Agreement dated as of June 1, 2007 (the
“Agreement”), by and between Xxxxxx Brothers Holdings Inc. and National
City Mortgage Co. (the “Servicer” or “Company”), and acknowledged by
Aurora Loan Services LLC (the “Master Servicer”) and U.S. Bank National
Association, as Trustee (the “Trustee”).
|
I,
[identify the certifying individual], the [title] of the Servicer, certify
to
the LMT 2007-6 Trust Fund (the “Trust Fund”), Structured Asset Securities
Corporation (the “Depositor), the Trustee [,and] the Master Servicer [and any
other person responsible for signing a certification required by Rules 13a-14(d)
and 15d-14(d) under the Exchange Act], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
(1) I
have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Company’s compliance with the applicable servicing
criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”),
provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
servicing reports, officer’s certificates and other information relating to the
servicing of the Mortgage Loans by the Company during 200[ ] that were delivered
by the Company to the Depositor, the Trust Fund, the Master Servicer and the
Trustee pursuant to the Agreement (collectively, the “Company Servicing
Information”);
(2) Based
on my knowledge, the Company Servicing Information, taken as a whole, does
not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were provided, not misleading with respect to the period
of time covered by the Company Servicing Information;
(3) Based
on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the Depositor,
the Trust Fund, the Master Servicer and the Trustee;
F-1
(4) I
am
responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Company has fulfilled its obligations under the Agreement; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to this
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by each Subservicer and each Subcontractor
“participating in the servicing function” pursuant to the Agreement, have been
provided to the Depositor, the Trust Fund, the Master Servicer and the Trustee.
Any material instances of noncompliance described in such reports have been
disclosed to the Depositor, the Trust Fund, the Master Servicer and the Trustee.
Any material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
Date: _________________________
By:________________________________
Name:
Title:
F-2
EXHIBIT
G
EXHIBIT
B
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the criteria identified as below as “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.
|
Not
Applicable
|
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
|
G-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
|
G-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.
|
Not
Applicable
|
G-3