Exhibit 99.11
Execution Copy
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered
into as of the 1st day of June, 2006, by and between XXXXXX BROTHERS HOLDINGS
INC., a Delaware corporation ("Xxxxxx Holdings") and SUNTRUST MORTGAGE, INC., a
Virginia corporation (the "Servicer"), and acknowledged by AURORA LOAN SERVICES
LLC, a Delaware corporation ("Aurora") and U.S. BANK NATIONAL ASSOCIATION, a
national banking association, solely in its capacity as trustee (in such
capacity, the "Trustee") under the Trust Agreement (as defined below), recites
and provides as follows:
RECITALS
WHEREAS, Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc.
("Xxxxxx Capital") acquired certain conventional, residential, fixed and
adjustable rate, first and second lien mortgage loans from the Servicer pursuant
to the Flow Mortgage Loan Purchase and Warranties Agreement between Xxxxxx
Capital and the Servicer, dated as of May 18, 2006 (Group No. 2006-FLOW,
hereinafter the "Purchase Agreement"), which mortgage loans were either
originated or acquired by the Servicer.
WHEREAS, certain of these mortgage loans as identified on Exhibit E
hereto (the "Mortgage Loans") are currently being serviced by the Servicer
pursuant to a Flow Interim Servicing Agreement between Xxxxxx Capital, as the
Purchaser, and the Servicer, dated as of May 18, 2006 (for Fixed and Adjustable
Rate Residential Mortgage Loans, Group No. 2006-FLOW, hereinafter, the "FISA")
and annexed hereto as Exhibit B.
WHEREAS, Xxxxxx Holdings has conveyed the Mortgage Loans to Structured
Asset Securities Corporation, a Delaware special purpose corporation ("SASCO")
pursuant to a Mortgage Loan Sale and Assignment Agreement, dated as of June 1,
2006 (the "Mortgage Loan Sale and Assignment Agreement"), and SASCO in turn has
conveyed the Mortgage Loans to the Trustee, pursuant to a trust agreement dated
as of June 1, 2006 (the "Trust Agreement"), among the Trustee, Aurora Loan
Services LLC, as master servicer (together with any successor master servicer
appointed pursuant to the provisions of the Trust Agreement, the "Master
Servicer"), and SASCO, as depositor.
WHEREAS, Xxxxxx Holdings desires that the Servicer continue to service
the Mortgage Loans, and the Servicer has agreed to do so, subject to the rights
of Xxxxxx Holdings 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, Xxxxxx Holdings and the Servicer agree that the provisions of
the FISA shall continue to apply to the Mortgage Loans, but only to the extent
provided herein and that this Agreement shall govern the Mortgage Loans for so
long as such Mortgage Loans remain subject to the provisions of the Trust
Agreement and until July 1, 2006 (the "Servicing Transfer Date"), or such other
date as is mutually upon by the parties hereto.
WHEREAS, Xxxxxx Holdings and the Servicer agree that on the Servicing
Transfer Date the Servicer shall no longer service the Mortgage Loans and shall
transfer servicing of the Mortgage Loans to the successor servicer designated by
Xxxxxx Holdings herein.
WHEREAS, Xxxxxx Holdings and the Servicer agree that the provisions of
the FISA shall apply to the Mortgage Loans, but only to the extent provided
herein and that this Agreement shall govern the Mortgage Loans for so long as
such Mortgage Loans remain subject to the provisions of the Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall
be obligated, among other things, to supervise the servicing of the Mortgage
Loans on behalf of the Trustee, and shall have the right, under certain
circumstances, to terminate the rights and obligations of the Servicer under
this Agreement.
WHEREAS, Xxxxxx Holdings 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, Xxxxxx Holdings and the Servicer
hereby agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto, shall have the meanings ascribed to them
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 a Custodial Agreement, dated as of June 1, 2006, between
the Custodian and the Trustee.
3. Servicing. The Servicer agrees, with respect to the Mortgage Loans,
to perform and observe the duties, responsibilities and obligations that are to
be performed and observed under the provisions of the FISA, except as otherwise
provided herein and on Exhibit A hereto, and that the provisions of the FISA, as
so modified, are and shall be a part of this Agreement to the same extent as if
set forth herein in full. Xxxxxx Holdings acknowledges that all of its rights
and obligations as Purchaser under the FISA as reconstituted herein pursuant to
this Agreement shall continue in full force and effect. The parties hereto
acknowledge and agree that the Servicing Transfer Date with respect to the
Mortgage Loans is July 1, 2006 (or such later date as may be agreed upon by the
parties hereto). On such date, the Servicer shall transfer all servicing of the
Mortgage Loans in accordance with the FISA and the Purchase Agreement to the
successor servicer designated by Xxxxxx Holdings. Xxxxxx Holdings hereby
designates Aurora to act as the servicer of the Mortgage Loans on and after the
Servicing Transfer Date and to service such Mortgage Loans pursuant to an
existing servicing agreement between Xxxxxx Holdings and Aurora.
4. Trust Cut-off Date. The parties hereto acknowledge that by
operation of Section 2.05 and Section 3.01 of the FISA, the remittance on July
5, 2006 to the Trust Fund is to
include principal due after June 1, 2006 (the "Trust Cut-off Date") plus
interest, at the Mortgage Loan Remittance Rate collected during the related Due
Period, exclusive of any portion thereof allocable to a period prior to the
Trust Cut-off Date, with the adjustments specified in clause (b) Section 3.01 of
the FISA.
5. Master Servicing; Termination of Servicer. The Servicer, including
any successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS
2006-10N Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as Xxxxxx Capital under the FISA to enforce the
obligations of the Servicer under the FISA as to the Mortgage Loans, and the
term "Purchaser" as used in the FISA in connection with any rights of the
Purchaser as to the Mortgage Loans 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 FISA. Notwithstanding anything herein
to the contrary, in no event shall the Master Servicer assume any of the
obligations of Xxxxxx Capital under the FISA and in connection with the
performance of the Master Servicer's duties hereunder the parties and other
signatories hereto agree that the Master Servicer shall be entitled to all of
the rights, protections and limitations of liability afforded to the Master
Servicer under the Trust Agreement.
6. No Representations. Neither the Servicer nor the Master Servicer
shall be obligated or required to make any representations and warranties
regarding the characteristics of the Mortgage Loans (other than those
representations and warranties made by the Servicer in Section 10.01 of the
FISA) in connection with the transactions contemplated by the Trust Agreement
and issuance of the Certificates issued pursuant thereto.
7. Notices. All notices and communications between or among the
parties hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Attn: E. Xxxxxx X. Xxxxxx- Master Servicing
LXS 0000-00X
Tel: 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:
JPMorgan Chase Bank, N.A.
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services LLC,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: LXS 2006-10N
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
0 Xxxxxxx Xxxxxx
Xxxxxx, X.X. 00000
Reference: LXS 2006-10N
Attention: Corporate Trust Services
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All notices required to be delivered to Xxxxxx Capital or Xxxxxx
Holdings hereunder shall be delivered to Xxxxxx Holdings at the following
address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Dechert LLP
Xxxx Centre
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
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 FISA.
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. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
instrument.
10. Reconstitution. Xxxxxx Holdings and the Servicer agree that this
Agreement is a "Reconstitution Agreement" and that the date hereof is the
"Reconstitution Date", each as defined in the FISA.
11. NIMS Insurer. In addition to the terms and conditions set forth in
this Agreement, any and all rights of the Master Servicer and Trustee to receive
notices from the Servicer pursuant to this Agreement shall hereby be equally
granted to the NIMS Insurer. The Master Servicer or the Trustee shall notify the
Servicer in writing of the name and address of the NIMS insurer and the name and
telephone number of the appropriate contact employee of the NIMS Insurer. For
any and all obligations of the Servicer to obtain consent from the Master
Servicer and the Trustee pursuant to this Agreement, the Servicer must also
obtain such consent from the NIMS Insurer. Notwithstanding any other provision
in this Agreement, the Trust Fund shall hold harmless and indemnify the Servicer
for any failure of the NIMS Insurer to comply with the provisions of this
Agreement. 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 NIMS Insurer receive the benefit of
the provisions of this Agreement as an intended third party beneficiary of this
Agreement to the extent of such provisions. The Servicer shall have the same
obligations to the NIMS Insurer as if it was a party to this Agreement, and the
NIMS Insurer shall have the same rights and remedies to enforce the provisions
of this Agreement as if it was a party to this Agreement. The parties hereto
agree to cooperate in good faith to amend this Agreement in accordance with the
terms hereof to include such other provisions as may be reasonably requested by
the NIMS Insurer. Notwithstanding the foregoing, all rights of the NIMS Insurer
set forth in this Agreement shall exist only so long as the NIM Securities
issued pursuant to the NIMS Transaction remain outstanding or the NIMS Insurer
is owed amounts in respect of its guarantee of payment on such NIM Securities.
"NIM Security" shall mean any net interest margin security issued by an owner
trust or special purpose entity that is holding all rights, title and interest
in and to the Class 1-X or Class 2-X Certificates issued by the Trust Fund.
"NIMS Insurer" shall mean collectively, any insurance companies issuing a
financial guaranty insurance policy covering certain payments to be made on NIM
Securities pursuant to a NIMS Transaction.
"NIMS Transaction" shall mean any transaction in which NIM Securities are
secured, in part, by the payments on the Class 1-X or Class 2-X Certificates
issued by the Trust Fund.
12. Distressed Mortgage Loans. The NIMS Insurer may, at its option,
purchase a Distressed Mortgage Loan; provided, however, prior to any such
purchase, the Servicer shall be required to continue to make Monthly Advances
with respect to such Distressed Mortgage Loans, to the extent required by the
applicable servicing provisions in the FISA. Any such purchase shall be
accomplished by: (A) remittance to the Master Servicer of the Purchase Price (as
defined in the Trust Agreement) for the Distressed Mortgage Loan for deposit
into the Collection Account established by the Master Servicer pursuant to the
Trust Agreement, and (B) the NIMS Insurer's (i) acknowledgment and agreement to
retain Servicer, as the servicer for any such purchased Distressed Mortgage
Loan, to service such Distressed Mortgage Loan pursuant to the provisions of the
FISA, and (ii) assumption, for the benefit of the Servicer, of the rights and
obligations of the Trust Fund as owner of such purchased Distressed Mortgage
Loans pursuant to the FISA. The Trustee and the Servicer shall immediately
effectuate the conveyance of the purchased Distressed Mortgage Loans to the NIMS
Insurer exercising the purchase option, including prompt delivery of the
Servicing File and all related documentation to the applicable NIMS Insurer. A
Distressed Mortgage Loan is as of any Determination Date a Mortgage Loan that is
delinquent in payment for a period of ninety (90) days or more, without giving
effect to any grace period permitted by the related Mortgage Loan, or for which
the Servicer or Trustee has accepted a deed in lieu of foreclosure.
Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
By:
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
SUNTRUST MORTGAGE, INC.,
as Servicer
By:
------------------------------------
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES LLC,
as Master Servicer
By:
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Trustee and not individually
By:
------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Assistant Vice President
EXHIBIT A
Modifications to the FISA
1. Unless otherwise specified herein, any provisions of the FISA relating to
(i) representations and warranties relating to the Mortgage Loans and not
relating to the servicing of the Mortgage Loans, (ii) Mortgage Loan
repurchase obligations, (iii) Whole Loan Transfers, Securitization
Transactions and Reconstitution, and (iv) Assignments of Mortgage, shall be
disregarded for purposes relating to this Agreement. The exhibits to the
FISA (other than Exhibit 7 thereto, and Exhibits A and B to such Exhibit 7)
and all references to such exhibits shall also be disregarded, and any
references in the language inserted or substituted in the FISA pursuant to
the provisions hereof to any other exhibit "to this Agreement" shall be
deemed to be references to the corresponding exhibit to this Agreement.
2. New definitions of "Certificate" and "Code" are hereby added to Article 1
immediately following the definition of "Agreement" to read as follows:
Certificate: shall have the meaning given to such term in the Trust
Agreement.
Code: the Internal Revenue Code of 1986, as amended, and as it may be
further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant
thereto in temporary or final form.
3. A new definition of "Custodial Agreement" is hereby added to Article 1
immediately following the definition of "Custodial Account" to read as
follows:
Custodial Agreement: means the Custodial Agreement dated June 1, 2006,
between Xxxxx Fargo Bank, National Association, as custodian, and the
Trustee.
4. A new definition of "Custodian" is hereby added to Article 1 immediately
following the definition of "Custodial Agreement" to read as follows:
Custodian: means Xxxxx Fargo Bank, National Association.
5. A new definition of "Determination Date" is hereby added to Article 1
immediately following the definition of "Custodian" to read as follows:
Determination Date: means the 30th day of the calendar month preceding
the related Remittance Date or, for any calendar month of less than 30
days, the last day of such calendar month.
6. 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 Remittance Date in each month:
(i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of
America or any agency or instrumentality of the United States of
America the obligations of which are backed by the full faith and
credit of the United States of America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in, certificates
of deposits of, or bankers' acceptances issued by, any depository
institution or trust company (including U.S. subsidiaries of foreign
depositories and the Trustee or any agent of the Trustee, acting in
its respective commercial capacity) incorporated or organized under
the laws of the United States of America or any state thereof and
subject to supervision and examination by federal or state banking
authorities, so long as at the time of investment or the contractual
commitment providing for such investment the commercial paper or other
short-term debt obligations of such depository institution or trust
company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the commercial
paper or other short-term debt or deposit obligations of such holding
company or deposit institution, as the case may be) have been rated by
each Rating Agency in its highest short-term rating category or one of
its two highest long-term rating categories;
(iii) repurchase agreements collateralized by Direct Obligations
or securities guaranteed by GNMA, Xxxxxx Xxx or Xxxxxxx Mac with any
registered broker/dealer subject to Securities Investors' Protection
Corporation jurisdiction or any commercial bank insured by the FDIC,
if such broker/dealer or bank has an uninsured, unsecured and
unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of
America or any state thereof which have a credit rating from each
Rating Agency, at the time of investment or the contractual commitment
providing for such investment, at least equal to one of the two
highest long-term credit rating categories of each Rating Agency;
provided, however, that securities issued by any particular
corporation will not be Eligible Investments to the extent that
investment therein will cause the then outstanding principal amount of
securities issued by such corporation and held as part of the Trust
Fund to exceed 20% of the sum of the aggregate principal balance of
the Mortgage Loans; provided, further, that such securities will not
be Eligible Investments if they are published as being under review
with negative implications from any Rating Agency;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand or on a specified
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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 and has a short-term
rating of at least "A-1" or its equivalent by each Rating Agency. Such
investments in this subsection (viii) may include money market mutual
funds or common trust funds, including any fund for which the Trustee,
the Master Servicer or an affiliate thereof serves as an investment
advisor, administrator, shareholder servicing agent, and/or custodian
or subcustodian, notwithstanding that (x) the Trustee, the Master
Servicer or an affiliate thereof charges and collects fees and
expenses from such funds for services rendered, (y) the Trustee, the
Master Servicer or an affiliate thereof charges and collects fees and
expenses for services rendered pursuant to this Agreement, and (z)
services performed for such funds and pursuant to this Agreement may
converge at any time; provided, however, that no such instrument shall
be an Eligible Investment if such instrument evidences either (i) a
right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal and
interest payments derived from obligations underlying such instrument
and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the
yield to maturity at par of such underlying obligations.
7. A new definition of "GNMA" is hereby added to Article I immediately
following the definition of "Xxxxxx Mae Guides" to read as follows:
GNMA: The Government National Mortgage Association, or any successor
thereto.
8. The definition of "Master Servicer" in Article I is hereby amended in its
entirety to read as follows:
Master Servicer: Aurora Loan Services LLC, a Delaware corporation, as
master servicer pursuant to the provisions of the Trust Agreement,
together with any successor master servicer appointed pursuant to the
provisions of the Trust Agreement.
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9. A new definition of "Monthly Advance" is hereby added to Article I
immediately following the definition of "Master Servicer" 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 Seller, to
be recoverable from collections or other recoveries in respect of such
Mortgage Loan. To the extent that the Seller 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 Seller 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 Seller which may support such
determinations.
10. The term "(the "Mortgage Loans")" is hereby deleted in its entirety from
the first recital paragraph, and a new definition of "Mortgage Loan" is
hereby added to Article I immediately following the definition of "Mortgage
Impairment Insurance Policy" to read as follows:
Mortgage Loan: An individual servicing-released mortgage loan which
has been sold by Xxxxxx Holdings to SASCO and is subject to this
Agreement being identified on the Mortgage Loan Schedule to this
Agreement, which Mortgage Loan includes without limitation the
Mortgage Loan documents, any periodic reports required by this
Agreement with respect to such Mortgage Loan, any principal
prepayments as to such Mortgage Loan, any Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds as
to such Mortgage Loan and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan.
11. A new definition of "Mortgage Loan Schedule" is hereby added to Article 1
immediately following the definition of "Mortgage Loan Remittance Rate" to
read as follows:
Mortgage Loan Schedule: The schedule of Mortgage Loans setting forth
certain information with respect to the Mortgage Loans which were sold
by Xxxxxx Holdings to SASCO, which Mortgage Loan Schedule is attached
as Exhibit E to this Agreement.
12. The definition of "Qualified Depository" in Article 1 is hereby amended in
its entirety to read as follows:
Qualified Depository: Any of (i) a federal or state-chartered
depository institution whose commercial paper, short-term debt
obligations or other short-term deposits
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are rated at least "A-1+" by Standard & Poor's, 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 no more than
365 days or whose commercial paper, short-term debt obligations,
demand deposits, or other short-term deposits are rated at least "A-2"
by Standard & Poor's, 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, 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 which has corporate trust powers,
acting in its fiduciary capacity, or (iii) Xxxxxx Brothers Bank, FSB,
a federal savings bank.
13. A new definition of "Qualified GIC" is hereby added to Article I
immediately following the definition of "Qualified Depository" to read as
follows:
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 Seller 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 Seller, the Seller
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 Seller's interest therein shall be
transferable to any successor servicer or the Master Servicer
hereunder; and
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the Custodial Account, as the case
may be, not later than the Business Day prior to any Remittance Date.
14. New definitions of "Rating Agency," "REMIC," and "REMIC Provisions" are
hereby added to Article 1 immediately following the definition of
"Qualified Depository" to read
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as follows:
Rating Agency: Each of Xxxxx'x Investors Service, Inc. and Standard &
Poor's Ratings Services, a division of The McGraw Hill Companies,
Inc., or any successor in interest to either of them.
REMIC: shall have the meaning given to such term in the Trust
Agreement.
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.
15. A new definition of "SASCO" is hereby added to Article 1 immediately
following the definition of "SAIF" to read as follows:
SASCO: Structured Asset Securities Corporation, a Delaware special
purpose corporation.
16. The definition of "Servicing Fee" in Article I is hereby amended in its
entirety to read as follows:
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 Seller
or as otherwise provided under this Agreement.
17. A new definition of "Servicing Fee Rate" is hereby added to Section 1 to
immediately follow the definition of "Servicing Fee," to read as follows:
Servicing Fee Rate: 0.375%.
18. New definitions of "Trust Agreement," "Trustee," "Trust Fund" and "Trust
REMIC" are hereby added to Article 1 immediately following the definition
of "Servicing Officer" to read as follows:
Trust Agreement: means that certain trust agreement, dated as of June
1, 2006, among the Trustee, the Master Servicer, and SASCO, as
depositor.
Trustee: U.S. Bank National Association, as trustee under the Trust
Agreement.
Trust Fund: the LXS 2006-10N Trust Fund created pursuant to the Trust
Agreement.
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Trust REMIC: shall have the meaning given to such term in the Trust
Agreement.
19. Section 2.01 (Seller 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 Seller 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 Seller's reasonable and prudent determination such
waiver, modification, postponement or indulgence is not materially
adverse to the Purchaser; provided, however, that unless the Mortgagor
is in default with respect to the Mortgage Loan or such default is, in
the judgment of the Seller, imminent, the Seller 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.
(ii) by adding the following to penultimate sentence of the second
paragraph of such section immediately preceding the period:
provided, that, upon full release or discharge, the Seller shall
notify the related Custodian of the related Mortgage Loan of such full
release or discharge
(iii) 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 Seller 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 Seller 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.
20. Section 2.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
(i) by adding the words "No later than thirty (30) days after the Closing
Date," to the beginning of the last sentence of the first paragraph;
(ii) by deleting the words "SunTrust Mortgage, Inc., in trust for Xxxxxx
Capital, A Division of Xxxxxx Brothers Holdings Inc., Residential
Adjustable Rate Mortgage Loans, Group No. 2006-FLOW" in the first sentence
of the first paragraph, and replacing it with the following words:
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"SunTrust Mortgage, Inc., in trust for U.S. Bank National Association,
as Trustee for Structured Adjustable Rate Mortgage Loan Trust, Series
2006-10N"; and
(iii) by replacing the words "on a daily basis" in the first sentence of
the second paragraph of such section with the words "within two (2)
Business Days of receipt".
(iv) by deleting the word "and" from the end of clause (vii) of the second
paragraph of such section, by replacing the period at the end of clause
(viii) of such paragraph with "; and" and by adding a new clause (ix)
immediately after clause (viii) in such paragraph to read as follows:
(ix) any prepayment charge received in connection with the Mortgage
Loans.
21. Section 2.06 (Establishment of and Deposits to Escrow Account) is hereby
amended as follows:
(i) by adding the words "No later than thirty (30) days after the Closing
Date," to the beginning of the last sentence of the first paragraph; and
(ii) by deleting the words "SunTrust Mortgage, Inc., in trust for Xxxxxx
Capital, A Division of Xxxxxx Brothers Holdings Inc., Residential
Adjustable Rate Mortgage Loans, Group No. 2006-FLOW and various Mortgagors"
in the first sentence of the first paragraph, and replacing it with the
following words:
"SunTrust Mortgage, Inc., in trust for U.S. Bank National Association,
as Trustee for Structured Adjustable Rate Mortgage Loan Trust, Series
2006-10N".
22. Section 2.10 (Protection of Accounts) is hereby amended by adding the
following sentence to the end of the first paragraph:
The Seller shall give notice to the Master Servicer of any change in the
location of the Custodial Account no later than 30 days after any such
transfer is made and deliver to the Master Servicer a certification notice
in the form of Exhibit X-0, X-0, X-0 or E-2, as applicable, with respect to
such Qualified Depository.
23. Section 2.17 (Title, Management and Disposition of REO Property) is hereby
amended as follows:
(i) by replacing the reference to "one year" in the seventh line of
the second paragraph thereof with "three years";
(ii) by adding a new paragraph after the fourth 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
Seller shall dispose of such REO Property not later than the end of the
third taxable year after the year of its
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acquisition by the Trust Fund unless the Seller 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 Seller has received such an extension (and provided
a copy of the same to the Trustee and the Master Servicer), then the Seller
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 Seller has not received such an extension
and the Seller 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 Seller has received such an extension, and the
Seller is unable to sell the REO Property within the period ending three
months before the close of the Extended Period, the Seller 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 Seller) 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 Seller which would enable the
Seller, 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 Seller has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.
(iii) by deleting the first sentence of the fifth paragraph thereof;
(iv) by replacing the words "one year is permitted under the foregoing
sentence and" with "three years" in the second sentence of the fifth
paragraph thereof; and
(v) by replacing the word "unreimbursed advances" in the last sentence
of the seventh paragraph thereof with "unreimbursed Monthly Advances."
24. Section 3.01 (Remittances) is hereby amended as follows:
(i) by replacing the word "second" with "first" in the second
paragraph thereof:
(ii) by adding the following after the second paragraph of such
Section:
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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
New York, New York
ABA #: 000-000-000
Account Name: Aurora Loan Services LLC
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: LXS 2006-10N
25. Section 3.02 (Statements to Purchaser) is hereby amended in its entirety to
read as follows:
Section 3.02 Statements to Master Servicer.
Not later than the tenth calendar day of each month (or if such
calendar day is not a Business Day, the immediately preceding Business
Day), the Seller shall furnish to the Master Servicer (i) a monthly
remittance advice in a format mutually agreed to between the Seller
and the Master Servicer similar to the format set forth in Exhibit D-1
hereto and a monthly defaulted loan report in a format mutually agreed
to between the Seller and the Master Servicer similar to the format
set forth in Exhibit D-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 Seller shall promptly notify the Trustee, the Master Servicer
and the Depositor (i) of any legal proceedings pending against the
Seller of the type described in Item 1117 (Section 229.1117) of
Regulation AB and (ii) if the Seller 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 other parties listed
on Exhibit G 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 and the Depositor pursuant to the
preceding sentence, the Seller shall, within five Business Days
following such request, confirm in writing the accuracy of the
representations and warranties set forth in Section 2(b)(i) of the
Regulation AB Compliance Addendum (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 Seller shall provide to the Trustee, the Master Servicer and
the Depositor prompt notice of the occurrence of any of the following:
any event of
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default under the terms of this Agreement, any merger, consolidation
or sale of substantially all of the assets of the Seller, the Seller's
engagement of any Subservicer, Subcontractor or vendor to perform or
assist in the performance of any of the Seller's obligations under
this Agreement, any material litigation involving the Seller, and any
affiliation or other significant relationship between the Seller and
other transaction parties, as such transaction parties are identified
on Exhibit G to this Agreement.
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 Seller 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.
26. Section 4.04 (Annual Statement as to Compliance) is hereby deleted in its
entirety.
27. Article VIII paragraph (a) (Indemnification) is hereby amended and restated
in its entirety to read as follows:
The Seller shall indemnify Xxxxxx Brothers Holdings Inc., the
Trust Fund, the Trustee, the Depositor and the Master Servicer and
hold each of them harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and
expenses that any of such parties may sustain in any way related to
the failure of the Seller 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 2(d) of the Regulation AB Compliance
Addendum) or for any inaccurate or misleading information provided in
the certification required pursuant to Section 2(d) of the Regulation
AB Compliance Addendum. The Seller immediately shall notify Xxxxxx
Brothers Holdings Inc., the Master Servicer and the Trustee or any
other relevant party if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans, assume (with the prior
written consent of the indemnified party, which consent shall not be
unreasonably withheld or delayed) the defense of any such claim and
pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may
be entered against it or any of such parties in respect of such claim.
The Seller shall follow any written instructions received from the
Trustee in connection with such claim. The Seller shall provide the
Trustee with a written report of all expenses and advances incurred by
the Seller pursuant to this Article VIII, and the Trustee from the
assets of the Trust Fund promptly shall reimburse the Seller for all
amounts advanced by it pursuant to the preceding sentence except when
the claim is in any way related to the failure of the Seller to
service and administer the
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Mortgage Loans in strict compliance with the terms of this Agreement
or the gross negligence, bad faith or willful misconduct of the
Seller.
28. Section 10.06 (No Litigation Pending) is hereby amended by adding the
phrase "or any Subservicer" after each instance of "Seller".
29. Section 11.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer"
(b) adding the words "within the applicable cure period" after the
word "remedied" in clause (a);
(c) amending and restating clause (f) in its entirety to read as
follows:
the Seller 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 Seller under this
Agreement and replaced the Seller with a Xxxxxx Mae or Xxxxxxx
Mac approved servicer within 30 days of the absence of such
approval; and
(d) by removing the word "or" at the end of clause (f) and adding the
following clauses after clause (g):
(h) any failure by the Seller to duly perform, within the
required time period, its obligations to provide any certifications
under Sections 2(d) and (e) of the Regulation AB Compliance Addendum,
which failure continues unremedied for a period of ten (10) days; or
(i) any failure by the Seller to duly perform, within the
required time period, its obligations to provide any other
information, data or materials required to be provided hereunder,
including any items required to be included in any Exchange Act
report.
30. Section 11.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer with the prior written consent
of the Trustee."
31. Section 6.01 (Termination Upon Transfer of Servicing; Termination
Procedures) is hereby amended by adding the following sentence after the
first sentence of Section 6.01:
At the time of any termination of the Seller pursuant to this
Section 6.01, the Seller 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 11.01 hereof, such unreimbursed amounts shall not be
reimbursed to the Seller until such amounts are received by the Trust
Fund from the related Mortgage Loans.
32. A new Section 12.11 (Successor to Seller) is hereby added to the Agreement:
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Section 12.11 Successor to Seller.
Simultaneously with the termination of the Seller's
responsibilities and duties under this Agreement pursuant to Sections
6.01, 8.03 or 11.01, the Master Servicer shall, in accordance with the
provisions of the Trust Agreement (i) succeed to and assume all of the
Seller'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
Seller under this Agreement with the termination of the Seller's
responsibilities, duties and liabilities under this Agreement. Any
successor to the Seller that is not at that time a servicer of other
mortgage loans for the Trust Fund shall be subject to the approval of
the Master Servicer, Xxxxxx Brothers Holdings Inc., the Trustee and
each Rating Agency (as such term is defined in the Trust Agreement).
Unless the successor servicer is at that time a servicer of other
mortgage loans for the Trust Fund, each Rating Agency must deliver to
the Trustee a letter to the effect that such transfer of servicing
will not result in a qualification, withdrawal or downgrade of the
then-current rating of any of the Certificates. In connection with
such appointment and assumption, the Master Servicer or Xxxxxx
Brothers Holdings Inc., as applicable, may make such arrangements for
the compensation of such successor out of payments on the Mortgage
Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted the Seller
under this Agreement. In the event that the Seller's duties,
responsibilities and liabilities under this Agreement should be
terminated pursuant to the aforementioned sections, the Seller 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 Seller pursuant to the aforementioned sections shall not become
effective until a successor shall be appointed pursuant to this
Section 12.11 and shall in no event relieve the Seller of the
representations and warranties made pursuant to Article X, and the
remedies available to the Trust Fund under Section 2(g) of the
Regulation AB Compliance Addendum shall be applicable to the Seller
notwithstanding any such resignation or termination of the Seller, or
the termination of this Agreement.
Within a reasonable period of time, but in no event longer than
30 days of the appointment of a successor entity, the Seller 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 Seller shall cooperate with the Trustee and the
Master Servicer, as applicable, and such successor in effecting the
termination of the Seller'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
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credited by the Seller 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 Seller 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 Seller under this Agreement, whereupon such successor
shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Seller, with like
effect as if originally named as a party to this Agreement. Any
termination or resignation of the Seller or termination of this
Agreement pursuant to Sections 6.01, 8.03 or 11.01 shall not affect
any claims that the Master Servicer or the Trustee may have against
the Seller arising out of the Seller's actions or failure to act prior
to any such termination or resignation.
The Seller shall deliver within three (3) Business Days of the
appointment of a successor servicer the funds in the Custodial Account
and Escrow Account and all Servicing Files and related documents and
statements held by it hereunder to the successor servicer and the
Seller 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
Seller.
Upon a successor's acceptance of appointment as such, the Seller
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 Seller or resignation of the Seller 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 Seller 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 Seller from its own funds without reimbursement.
33. Section 12.03 (Entire Agreement; Amendment) is hereby amended by deleting
the period at the end of such section and replacing it with the following:
"and by the Seller and Xxxxxx Brothers Holdings Inc., if such enforcement
is sought against the Purchaser."
34. A new Section 12.12 (Acknowledgment) is hereby added to the Agreement:
Section 12.12 Acknowledgment.
The Seller hereby acknowledges that the rights of Xxxxxx
Brothers Holdings Inc. under the FISA, as amended by this Agreement,
will be
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assigned to SASCO under the Mortgage Loan Sale and Assignment
Agreement, and subsequently to the Trust Fund under the Trust
Agreement and agrees that the Mortgage Loan Sale and Assignment
Agreement and the Trust Agreement will each be an assignment and
assumption agreement or other assignment document required pursuant to
Section 2(b) of the Flow Mortgage Loan Purchase and Warranties
Agreement, by and between Xxxxxx Capital and the Seller, dated as of
May 18, 2006, or Section 8.04 of the FISA and will constitute an
assignment and assumption of the rights of Xxxxxx Brothers Holdings
Inc. under the FISA to SASCO and the Trust Fund, as applicable. In
addition, the Trust Fund will make a REMIC election. The Seller hereby
consents to such assignment and assumption and acknowledges the Trust
Fund's REMIC election.
35. Intended Third Party Beneficiaries. Notwithstanding any provision herein to
the contrary, the parties to this Agreement agree that it is appropriate,
in furtherance of the intent of such parties as set forth herein, that the
Master Servicer, the Depositor and the Trustee receive the benefit of the
provisions of this Agreement as intended third party beneficiaries of this
Agreement to the extent of such provisions. The Seller shall have the same
obligations to the Master Servicer, the Depositor and the Trustee as if
they were parties to this Agreement, and the Master Servicer, the Depositor
and the Trustee shall have the same rights and remedies to enforce the
provisions of this Agreement as if they were parties to this Agreement. The
Seller shall only take direction from the Master Servicer (if direction by
the Master Servicer is required under this Agreement) unless otherwise
directed by this Agreement. Notwithstanding the foregoing, all rights and
obligations of the Master Servicer, the Depositor and the Trustee hereunder
(other than the right to indemnification) shall terminate upon termination
of the Trust Agreement and of the Trust Fund pursuant to the Trust
Agreement.
36. A new definition of "Owner" is hereby added to Section 1 of the Regulation
AB Compliance Addendum immediately following the definition of "Depositor"
to read as follows:
Owner: The Purchaser.
37. Section 2(a) of the Regulation AB Compliance Addendum (Intent of the
Parties; Reasonableness) is hereby amended as follows:
(a) The first paragraph of such subsection is amended by (1) replacing
the words "the Owner and any Depositor" with "the Trust Fund, the
Depositor, the Trustee and the Master Servicer" and (2) by replacing
the words "the Owner or any Depositor" with "the Trust Fund, the
Depositor, the Trustee or the Master Servicer"; and
(b) The second paragraph of such subsection is amended by (1)
replacing the words "Neither the Owner nor any Depositor" with "None
of the Trust Fund, the Depositor, the Trustee and the Master
Servicer," (2) by replacing the words "the Owner or any Depositor"
with "the Trust Fund, the Depositor, the Trustee or the Master
Servicer" in each instance, (3) by replacing the words "the Owner to
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deliver to the Owner (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 (4) by replacing the words "the Owner or
such Depositor" with "the Trust Fund, the Depositor, the Trustee or
the Master Servicer."
38. Section 2(b) of the Regulation AB Compliance Addendum (Additional
Representations and Warranties of the Seller) is hereby amended as follows:
(a) by replacing the words "the Owner and to any Depositor" with "the
Trust Fund, the Depositor, the Trustee and the Master Servicer" in
each instance;
(b) by replacing the words "the Owner or any Depositor" with "the
Trust Fund, the Depositor, the Trustee or the Master Servicer" in each
instance; and
(c) by replacing the words "the Owner or such Depositor" with "the
Trust Fund, the Depositor, the Trustee or the Master Servicer" in each
instance.
39. Section 2(c) of the Regulation AB Compliance Addendum (Information to Be
Provided by the Seller) is hereby amended as follows:
(a) by replacing the words "the Owner or any Depositor" with "the
Trust Fund, the Depositor, the Trustee or the Master Servicer" in each
instance;
(b) by replacing the words "the Owner and such Depositor" with "the
Trust Fund, the Depositor, the Trustee and the Master Servicer" in
each instance;
(c) by replacing the words "the Owner and any Depositor" with "the
Trust Fund, the Depositor, the Trustee and the Master Servicer" in
each instance;
(d) by replacing the words "the Owner or Depositor" with "the Trust
Fund, the Depositor, the Trustee or the Master Servicer" in each
instance;
(e) by replacing the words "the Owner or the Depositor" with "the
Trust Fund, the Depositor, the Trustee or the Master Servicer" in each
instance; and
(f) by replacing the words "the Owner or such Depositor" with "the
Trust Fund, the Depositor, the Trustee or the Master Servicer" in each
instance.
40. Section 2(d) of the Regulation AB Compliance Addendum (Servicer Compliance
Statement) is hereby amended by replacing the words "the Owner and the
Depositor" and the words "the Owner and such Depositor" with "the Trust
Fund, the Depositor, the Trustee and the Master Servicer" in each instance.
41. Section 2(e) of the Regulation AB Compliance Addendum (Report on Assessment
of Compliance and Attestation) is hereby amended as follows:
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(a) the first paragraph after subparagraph (i)(D) of such section is
hereby amended by (1) replacing the words "Neither the Owner nor any
Depositor" with "None of the Trust Fund, the Depositor, the Trustee
and the Master Servicer" and (2) replacing the words "unless a
Depositor" with "unless such party";
(b) by replacing the words "the Owner and any Depositor" with "the
Trust Fund, the Depositor, the Trustee and the Master Servicer" in
each instance;
(c) by replacing the words "the Owner and such Depositor" with "the
Trust Fund, the Depositor, the Trustee and the Master Servicer" in
each instance;
(d) by replacing the words "the Owner or any Depositor" with "the
Trust Fund, the Depositor, the Trustee or the Master Servicer" in each
instance; and
(e) by replacing the words "the Owner, any Depositor and any other
Person" with "the Trust Fund, the Depositor, the Trustee, the Master
Servicer and any other Person" in each instance.
42. Section 2(f) of the Regulation AB Compliance Addendum (Use of Subservicers
and Subcontractors) is hereby amended as follows:
(a) by replacing the words "the Owner or any Depositor" with "the
Trust Fund, the Depositor, the Trustee or the Master Servicer" in each
instance;
(b) by replacing the words "the Owner and any Depositor" with "the
Trust Fund, the Depositor, the Trustee and the Master Servicer" in
each instance; and
(c) by replacing the words "the Owner and such Depositor" with "the
Trust Fund, the Depositor, the Trustee and the Master Servicer" in
each instance.
43. Section 2(g) of the Regulation AB Compliance Addendum (Indemnification;
Remedies) is hereby amended as follows:
(a) subparagraph (i) of such section is hereby amended by (1)
replacing the words "the Owner, each affiliate of the Owner" with "the
Trust Fund, the Depositor, the Trustee, the Master Servicer," (2)
deleting the words "or of the Depositor" in its entirety and (3)
deleting the words "and of the Depositor" in its entirety;
(b) subparagraph (ii)(C) of such section is hereby amended by (1)
replacing the words "the Owner (or any designee of the Owner, 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 Owner (or such designee) or such Depositor" with "such
party" in each instance and (3) by replacing the words "the Owner or
any Depositor" with "the Trust Fund, the Depositor, the Trustee or the
Master Servicer" in each instance;
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(c) by replacing the words "the Owner, any Depositor" with "the Trust
Fund, the Depositor, the Trustee or the Master Servicer" in each
instance;
(d) by replacing the words "the Owner or Depositor" with "the Trust
Fund, the Depositor, the Trustee or the Master Servicer" in each
instance; and
(e) by replacing the words "Neither the Owner nor any Depositor" with
"None of the Trust Fund, the Depositor, the Trustee and the Master
Servicer" in each instance.
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EXHIBIT B
FISA
See Exhibit 99.12
X-0
XXXXXXX X
Xxxxxxxx
X-0
XXXXXXX X-0
STANDARD LAYOUT
FIELD NAME DESCRIPTION FORMAT
-------------------------------------------------------------------------------------------------
I. 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
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
X-0-0
XXXXXXX X-0
XXXXXXXX XXXXXX FOR MONTHLY DEFAULTED LOAN REPORT
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
% of MI coverage NUMBER(6,5) The percent of coverage provided by the
PMI company in the event of loss on a
defaulted loan.
Actual MI claim filed date DATE(MM/DD/YYYY) Actual date that the claim was submitted
to the PMI company.
Actual bankruptcy start date DATE(MM/DD/YYYY) Actual date that the bankruptcy petition
is filed with the court.
Actual MI claim amount filed NUMBER(15,2) The amount of the claim that was filed by
the servicer with the PMI company.
Actual discharge date DATE(MM/DD/YYYY) Actual date that the Discharge Order is
entered in the bankruptcy docket.
Actual due date DATE(MM/DD/YYYY) Actual due date of the next outstanding
payment amount due from the mortgagor.
Actual eviction complete date DATE(MM/DD/YYYY) Actual date that the eviction proceedings
are completed by local counsel.
Actual eviction start date DATE(MM/DD/YYYY) Actual date that the eviction proceedings
are commenced by local counsel.
Actual first legal date DATE(MM/DD/YYYY) Actual date that foreclosure counsel filed
the first legal action as defined by state
statute.
Actual redemption end date DATE(MM/DD/YYYY) Actual date that the foreclosure
redemption period expires.
Bankruptcy chapter VARCHAR2(2) 7= Chapter 7 filed 11= Chapter 11 filed Chapter of bankruptcy filed.
12= Chapter 12 filed 13= Chapter 13 filed
Bankruptcy flag VARCHAR2(2) Y=Active Bankruptcy N=No Active Bankruptcy Servicer defined indicator that identifies
that the property is an asset in an active
bankruptcy case.
Bankruptcy Case Number VARCHAR2(15) The court assigned case number of the
bankruptcy filed by a party with interest
in the property.
D-2-1
MI claim amount paid NUMBER(15,2) The amount paid to the servicer by the PMI
company as a result of submitting an MI
claim.
MI claim funds received date DATE(MM/DD/YYYY) Actual date that funds were received from
the PMI company as a result of
transmitting an MI claim.
Current loan amount NUMBER(10,2) Current unpaid principal balance of the
loan as of the date of reporting to Aurora
Master Servicing.
Date FC sale scheduled DATE(MM/DD/YYYY) Date that the foreclosure sale is
scheduled to be held.
Date relief/dismissal granted DATE(MM/DD/YYYY) Actual date that the dismissal or relief
from stay order is entered by the
bankruptcy court.
Date REO offer accepted DATE(MM/DD/YYYY) Actual date of acceptance of an REO offer.
Date REO offer received DATE(MM/DD/YYYY) Actual date of receipt of an REO offer.
Delinquency value NUMBER(10,2) Value obtained typically from a BPO prior
to foreclosure referral not related to
loss mitigation activity.
Delinquency value source VARCHAR2(15) BPO= Broker's Price Opinion Name of vendor or management company that
Appraisal=Appraisal provided the delinquency valuation amount.
Delinquency value date DATE(MM/DD/YYYY) Date that the delinquency valuation amount
was completed by vendor or property
management company.
Delinquency flag VARCHAR2(2) Y= 90+ delinq. Not in FC, Bky or Loss mit Servicer defined indicator that identifies
N=Less than 90 days delinquent that the loan is delinquent but is not
involved in loss mitigation, foreclosure,
bankruptcy or REO.
Foreclosure flag VARCHAR2(2) Y=Active foreclosure N=No active foreclosure Servicer defined indicator that identifies
that the loan is involved in foreclosure
proceedings.
Corporate expense balance NUMBER(10,2) Total of all cumulative expenses advanced
by the servicer for non-escrow expenses
such as but not limited to: FC fees and
costs, bankruptcy fees and costs, property
preservation and property inspections.
D-2-2
Foreclosure attorney referral DATE(MM/DD/YYYY) Actual date that the loan was referred to
date local counsel to begin foreclosure
proceedings.
Foreclosure valuation amount NUMBER(15,2) Value obtained during the foreclosure
process. Usually as a result of a BPO and
typically used to calculate the bid.
Foreclosure valuation date DATE(MM/DD/YYYY) Date that foreclosure valuation amount was
completed by vendor or property management
company.
Foreclosure valuation source VARCHAR2(80) BPO= Broker's Price Opinion Name of vendor or management company that
Appraisal=Appraisal provided the foreclosure valuation amount.
FHA 27011A transmitted date DATE(MM/DD/YYYY) Actual date that the FHA 27011A claim was
submitted to HUD.
FHA 27011 B transmitted date DATE(MM/DD/YYYY) Actual date that the FHA 27011B claim was
submitted to HUD.
VA LGC/ FHA Case number VARCHAR2(15) Number that is assigned individually to
the loan by either HUD or VA at the time
of origination. The number is located on
the Loan Guarantee Certificate (LGC) or
the Mortgage Insurance Certificate (MIC).
FHA Part A funds received DATE(MM/DD/YYYY) Actual date that funds were received from
date HUD as a result of transmitting the 27011A
claim.
Foreclosure actual sale date DATE(MM/DD/YYYY) Actual date that the foreclosure sale was
held.
Servicer loan number VARCHAR2(15) Individual number that uniquely identifies
loan as defined by servicer.
Loan type VARCHAR2(2) 1=FHA Residential 2=VA Residential Type of loan being serviced generally
3=Conventional w/o PMI 4=Commercial defined by the existence of certain types
5=FHA Project 6=Conventional w/PMI of insurance. (ie: FHA, VA, conventional
7=HUD 235/265 8=Daily Simple insured, conventional uninsured, SBA,
Interest Loan etc.)
9=Farm Loan U=Unknown
S=Sub prime
Loss mit approval date DATE(MM/DD/YYYY) The date determined that the servicer and
mortgagor agree to pursue a defined loss
mitigation alternative.
D-2-3
Loss mit flag VARCHAR2(2) Y= Active loss mitigation Servicer defined indicator that identifies
N=No active loss mitigation that the loan is involved in completing a
loss mitigation alternative.
Loss mit removal date DATE(MM/DD/YYYY) The date that the mortgagor is denied loss
mitigation alternatives or the date that
the loss mitigation alternative is
completed resulting in a current or
liquidated loan.
Loss mit type VARCHAR2(2) L= Loss Mitigation LT=Litigation pending The defined loss mitigation alternative
NP=Pending CH=Charge off identified on the loss mit approval date.
non-performing sale
DI= Deed in lieu FB= Forbearance plan
MO=Modification PC=Partial claim
SH=Short sale VA=VA refunding
Loss mit value NUMBER(10,2) Value obtained typically from a BPO prior
to foreclosure sale intended to aid in the
completion of loss mitigation activity.
Loss mit value date DATE(MM/DD/YYYY) Name of vendor or management company that
provided the loss mitigation valuation
amount.
Loss mit value source VARCHAR2(15) BPO= Broker's Price Opinion Date that the lost mitigation valuation
Appraisal=Appraisal amount was completed by vendor or property
management company.
MI certificate number VARCHAR2(15) A number that is assigned individually to
the loan by the PMI company at the time of
origination. Similar to the VA LGC/FHA
Case Number in purpose.
LPMI Cost NUMBER(7,7) The current premium paid to the PMI
company for Lender Paid Mortgage
Insurance.
Occupancy status VARCHAR2(1) O=Owner occupied T=Tenant occupied The most recent status of the property
U=Unknown V=Vacant regarding who if anyone is occupying the
property. Typically a result of a routine
property inspection.
First Vacancy date/ DATE(MM/DD/YYYY) The date that the most recent occupancy
Occupancy status date status was determined. Typically the
date of the most recent property
inspection.
Original loan amount NUMBER(10,2) Amount of the contractual obligations (ie:
note and mortgage/deed of trust).
D-2-4
Original value amount NUMBER(10,2) Appraised value of property as of
origination typically determined through
the appraisal process.
Origination date DATE(MM/DD/YYYY) Date that the contractual obligations (ie:
note and mortgage/deed of trust) of the
mortgagor was executed.
FHA Part B funds received DATE(MM/DD/YYYY) Actual date that funds were received fro
HUD as a result of transmitting the 27011B
claim.
Post petition due date DATE(MM/DD/YYYY) The post petition due date of a loan
involved in a chapter 13 bankruptcy.
Property condition VARCHAR2(2) 1= Excellent 2=Good Physical condition of the property as most
3=Average 4=Fair recently reported to the servicer by
5=Poor 6=Very poor vendor or property management company.
Property type VARCHAR2(2) 1=Single family 2=Town house Type of property secured by mortgage such
3=Condo 4=Multifamily 5=Other as: single family, 2-4 unit, etc.
6=Prefabricated B=Commercial C=Land only
7=Mobile home U=Unknown D=Farm
A=Church P=PUD R=Row house
O=Co-op M=Manufactured housing 24= 2-4 family
CT=Condotel MU=Mixed use
Reason for default VARCHAR2(3) 001=Death of 02=Illness of principal mtgr Cause of delinquency as identified by
principal mtgr mortgagor.
003=Illness of mtgr's
family member
004=Death of mtgr's
family member 005=Marital difficulties
006=Curtailment of income 007=Excessive obligations
008=Abandonment of property 009=Distant employee
transfer
011=Property problem 012=Inability to sell
property
013=Inability to rent
property 014=Military service
015=Other 016=Unemployment
017=Business failure 019=Casualty loss
022=Energy-Environment
costs 023= Servicing problems
026= Payment adjustment 027=Payment dispute
029=Transfer ownership
pending 030=Fraud
031=Unable to contact
borrower INC=Incarceration
REO repaired value NUMBER(10,2) The projected value of the property that
is adjusted from the "as is" value
assuming necessary repairs have been made
to the property as determined by the
vendor/property management company.
D-2-5
REO list price adjustment NUMBER(15,2) The most recent listing/pricing amount as
amount updated by the servicer for REO
properties.
REO list price adjustment DATE(MM/DD/YYYY) The most recent date that the servicer
date advised the agent to make an adjustment to
the REO listing price.
REO value (as is) NUMBER(10,2) The value of the property without making
any repairs as determined by the
vendor/property management company.
REO actual closing date DATE(MM/DD/YYYY) The actual date that the sale of the REO
property closed escrow.
REO flag VARCHAR2(7) Y=Active REO N=No active REO Servicer defined indicator that identifies
that the property is now Real Estate
Owned.
REO original list date DATE(MM/DD/YYYY) The initial/first date that the property
was listed with an agent as an REO.
REO original list price NUMBER(15,2) The initial/first price that was used to
list the property with an agent as an REO.
REO net sales proceeds NUMBER(10,2) The actual REO sales price less closing
costs paid. The net sales proceeds are
identified within the HUD1 settlement
statement.
REO sales price NUMBER(10,2) Actual sales price agreed upon by both the
purchaser and servicer as documented on
the HUD1 settlement statement.
REO scheduled close date DATE(MM/DD/YYYY) The date that the sale of the REO property
is scheduled to close escrow.
REO value date DATE(MM/DD/YYYY) Date that the vendor or management company
completed the valuation of the property
resulting in the REO value (as is).
REO value source VARCHAR2(15) BPO= Broker's Price Opinion Name of vendor or management company that
Appraisal=Appraisal provided the REO value (as is).
Repay first due date DATE(MM/DD/YYYY) The due date of the first scheduled
payment due under a forbearance or
repayment plan agreed to by both the
mortgagor and servicer.
D-2-6
Repay next due date DATE(MM/DD/YYYY) The due date of the next outstanding
payment due under a forbearance or
repayment plan agreed to by both the
mortgagor and servicer.
Repay plan
broken/reinstated/closed date DATE(MM/DD/YYYY) The servicer defined date upon which the
servicer considers that the plan is no
longer in effect as a result of plan
completion or mortgagor's failure to remit
payments as scheduled.
Repay plan created date DATE(MM/DD/YYYY) The date that both the mortgagor and
servicer agree to the terms of a
forbearance or repayment plan.
SBO loan number NUMBER(9) Individual number that uniquely identifies
loan as defined by Aurora Master
Servicing.
Escrow balance/advance NUMBER(10,2) The positive or negative account balance
balance that is dedicated to payment of hazard
insurance, property taxes, MI, etc.
(escrow items only)
Title approval letter DATE(MM/DD/YYYY) The actual date that the title approval
received date was received as set forth in the HUD title
approval letter.
Title package HUD/VA date DATE(MM/DD/YYYY) The actual date that the title package was
submitted to either HUD or VA.
VA claim funds received date DATE(MM/DD/YYYY) The actual date that funds were received
by the servicer from the VA for the
expense claim submitted by the servicer.
VA claim submitted date DATE(MM/DD/YYYY) The actual date that the expense claim was
submitted by the servicer to the VA.
VA first funds received NUMBER(15,2) The amount of funds received by the
amount servicer from VA as a result of the
specified bid.
VA first funds received date DATE(MM/DD/YYYY) The date that the funds from the specified
bid were received by the servicer from the
VA.
VA XXX submitted date DATE(MM/DD/YYYY) Actual date that the Notice of Election to
Convey was submitted to the VA.
Zip Code VARCHAR2(5) US postal zip code that corresponds to
property location.
D-2-7
FNMA Delinquency status code VARCHAR2(3) 09=Forbearance 17=Preforeclosure sale The code that is electronically reported
24=Drug seizure 26=Refinance 27=Assumption to FNMA by the servicer that reflects the
28=Modification 29=Charge-off 30=Third-party sale current defaulted status of a loan. (ie:
31=Probate 32=Military 43=Foreclosure 65, 67, 43 or 44)
indulgence
44=Deed-in-lieu 49=Assignment 61=Second lien
considerations
62=VA no-bid 63=VA Refund 64=VA Buydown
65=Ch. 7 66=Ch. 11 67=Ch. 13 bankruptcy
bankruptcy bankruptcy
FNMA delinquency reason code VARCHAR2(3) 001=Death of principal mtgr The code that is electronically reported
002=Illness of principal mtgr to FNMA by the servicer that describes the
003=Illness of mtgr's 004=Death of mtgr's family circumstance that appears to be the
family member member primary contributing factor to the
005=Marital difficulties 006=Curtailment of income delinquency.
007=Excessive 008=Abandonment of property
obligations
009=Distant employee 011=Property problem
transfer
012=Inability to sell 013=Inability to rent property
property
014=Military service 015=Other
016=Unemployment 017=Business failure
019=Casualty loss 022=Energy-Environment costs
023= Servicing problems 026= Payment adjustment
027=Payment dispute 029=Transfer ownership pending
030=Fraud 031=Unable to contact borrower
INC=Incarceration
Suspense balance NUMBER(10,2) Money submitted to the servicer, credited
to the mortgagor's account but not
allocated to principal, interest, escrow,
etc.
Restricted escrow balance NUMBER(10,2) Money held in escrow by the mortgage
company through completion of repairs to
property.
Investor number NUMBER (10,2) Unique number assigned to a group of loans
in the servicing system.
D-2-8
EXHIBIT E
Schedule of Mortgage Loans
[Intentionally Omitted]
E-1
EXHIBIT F
[Date]
Structured Asset Securities Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mortgage Finance LXS 0000-00X
Xxxxxx Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Reference is made to the Reconstituted Servicing Agreement dated as of June
1, 2006 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc. and
SunTrust Mortgage, Inc. (the "Servicer") and acknowledged by Aurora Loan
Services LLC (the "Master Servicer") and [______________], as Trustee (the
"Trustee"). I, [identify the certifying individual], a [title] of the Servicer,
hereby certify to the Master Servicer and Structured Asset Securities
Corporation (the "Depositor"), and their respective officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:
1. I have reviewed the information required to be delivered to the Master
Servicer pursuant to the Agreement (the "Servicing Information").
2. Based on my knowledge, the Servicing Information does not contain any
material untrue information or omit to state information necessary to make
the Servicing Information, in light of the circumstances under which such
information was provided, not misleading as of the date of this
certification;
3. Based on my knowledge, the Servicing Information has been provided to the
Master Servicer when and as required under the Agreement; and
4. I am responsible for reviewing the activities performed by the Servicer
under the Agreement, and based upon my knowledge and the review required
under the Agreement, and except as disclosed in writing to you on or prior
to the date of this certification either in the accountants' report
required under the Agreement or in disclosure a copy of which is attached
hereto, the Servicer has, for the period covered by the Form 10-K Annual
Report, fulfilled its obligations under this Agreement.
SUNTRUST MORTGAGE, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
EXHIBIT G
TRANSACTION PARTIES
Trustee: U.S. Bank National Association
Securities Administrator: N/A
Master Servicer: Aurora Loan Services LLC
Credit Risk Manager: N/A
PMI Insurer: N/A
Interest Rate Swap Counterparty: N/A
Interest Rate Cap Counterparty: Xxxxxx Brothers Special Financing Inc.
Servicers: Aurora Loan Services LLC, Bank of America, National Association,
Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation, IndyMac Bank,
F.S.B, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A.
Originators: Aurora Loan Services LLC, Bank of America, National Association,
Countrywide Home Loans, Inc., GMAC Mortgage Corporation, IndyMac Bank, F.S.B,
SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A.
Custodian: Deutsche Bank National Trust Company, LaSalle Bank National
Association, U.S. Bank National Association and Xxxxx Fargo Bank, N.A.
Seller: Xxxxxx Brothers Holdings Inc.
