RECONSTITUTED SERVICING AGREEMENT
Execution
Copy
RECONSTITUTED
SERVICING AGREEMENT
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 1st
day of August, 2006, by and between XXXXXX BROTHERS HOLDINGS INC., a Delaware
corporation (the “Seller” or “Xxxxxx Brothers Holdings”), and BANK OF AMERICA,
NATIONAL ASSOCIATION, a national banking association (referred to herein
as the
“Servicer”), and acknowledged by AURORA LOAN SERVICES LLC, a Delaware limited
liability company (“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, negative amortization, residential, first
lien
mortgage loans (the “Mortgage Loans”) from the Servicer, which Mortgage Loans
were originated or acquired by the Servicer pursuant to the Flow Mortgage
Loan
Sale and Servicing Agreement between Xxxxxx Capital, as purchaser, and the
Servicer, as seller and as servicer, dated April 1, 2006 for Performing,
Residential Mortgage Loans (the “MLSSA”), which is annexed hereto as Exhibit
B-1.
WHEREAS,
the Seller has conveyed certain Mortgage Loans identified on Exhibit D hereto
(the “Serviced Mortgage Loans”) to Structured Asset Securities Corporation, a
Delaware special purpose corporation (“SASCO”), which in turn has conveyed the
Serviced Mortgage Loans to the Trustee, pursuant to a trust agreement, dated
as
of August 1, 2006 (the “Trust Agreement”), among the Trustee, Aurora, as master
servicer (together with any successor master servicer appointed pursuant
to the
provisions of the Trust Agreement, the “Master Servicer”), and
SASCO.
WHEREAS,
the Serviced Mortgage Loans are currently being serviced by the Servicer
pursuant to the MLSAA.
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 MLSSA shall
continue to apply to the Serviced Mortgage Loans 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 MLSSA incorporated by reference herein
(regardless of whether such terms are defined in the MLSSA), 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 a
Custodial Agreement, dated August 1, 2006, 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 MLSSA, except as otherwise provided
herein and on Exhibit A hereto, and that the provisions of the MLSSA, 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 Subsection 11.05 and Subsection
11.15 of the MLSSA, the remittance on September 18, 2006 to the Trust Fund
is to
include principal due after August 1, 2006 (the “Trust Cut-off Date”) plus
interest, at the Mortgage Loan Remittance Rate collected during the related
Due
Period exclusive of any portion thereof allocable to a period prior to the
Trust
Cut-off Date, with the adjustments specified in clauses (b), (c) and (d)
of
Subsection 11.15 of the MLSSA.
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 LXS 2006-14N Trust Fund (the “Trust Fund”) created pursuant to
the Trust Agreement, shall have the same rights as Xxxxxx Brothers Holdings
under the MLSSA to enforce the obligations of the Servicer under the MLSSA
and
the term “Purchaser” as used in the MLSSA 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
Subsection 13.01 of the MLSSA. Notwithstanding anything herein to the contrary,
in no event shall the Master Servicer assume any of the obligations of Xxxxxx
Brothers Holdings under the MLSSA 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 Subsection 7.01 of the MLSSA) 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
Attn: 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 to the following wire
account:
JPMorgan
Chase Bank, N.A.
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 2006-14N
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
Attention: Corporate
Trust Services
Reference:
LXS
0000-00X
Telephone: (000)
000-0000
Telecopier: (000)
000-0000
All
notices required to be delivered to the Seller hereunder shall be delivered
to
the Seller, at the following address:
Xxxxxx
Brothers Holdings Inc.
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Contract Finance- Xxxxxx Xxxxxx
Telephone:
(000) 000-0000
E-mail:
xxxxxxx@xxxxxx.xxx
With
a
copy to:
Dechert
LLP
Xxxx
Centre
0000
Xxxx
Xxxxxx
Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000
Attention:
Xxxxxx X. Xxxxxxx, Esq.
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All
notices required to be delivered to the Servicer hereunder shall be delivered
to
the address of its office as set forth in the MLSSA.
8. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, NOTWITHSTANDING NEW YORK OR OTHER CHOICE OF LAW RULES
TO
THE CONTRARY.
9. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original, but all of which counterparts
shall
together constitute but one and the same instrument.
10. 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.
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11. 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 MLSSA. 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 MLSSA, and (ii) assumption, for the benefit of the
Servicer, the rights and obligations of the Trust Fund as owner of such
purchased Distressed Mortgage Loans pursuant to the MLSSA. 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.
[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
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Executed
as of the day and year first above written.
XXXXXX
BROTHERS HOLDINGS INC.,
as
Seller
By:
_______________________________
Name: Xxxxx
Xxxxxxx
Title: Authorized
Signatory
BANK
OF
AMERICA, NATIONAL ASSOCIATION,
as
Servicer
By:
_______________________________
Name:
Title:
Acknowledged:
AURORA
LOAN SERVICES LLC,
as
Master
Servicer
By:
____________________________
Name: Xxxxxx
X.
Xxxxxx
Title: Vice
President
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U.S.
BANK NATIONAL ASSOCIATION
as
Trustee and not individually
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By:
____________________________
Name:
Title:
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EXHIBIT
A
Modifications
to the MLSSA
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1.
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Unless
otherwise specified herein, any provisions of the MLSSA, 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 and indemnification obligations
relating to such representations and warranties, (iii) Whole-Loan
Transfers, Agency Transfers and Securitizations and (iv) Assignments
of
Mortgage, shall be disregarded for purposes relating to this Agreement.
The exhibits to the MLSSA and all references to such exhibits shall
also
be disregarded.
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2.
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A
new definition of “Best Efforts” is hereby added to Section 1 to
immediately follow the definition of “Balloon Mortgage Loan”, to read as
follows:
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Best
Efforts:
Efforts
determined to be reasonably diligent by the Servicer in its reasonable
discretion. Such efforts do not require the Servicer to enter into any
litigation, arbitration or other legal or quasi-legal proceeding, nor do
they
require the Servicer to advance or expend fees or sums of money in addition
to
those specifically set forth in this Agreement.
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3.
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The
definition of “Eligible Investments” in Section 1 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 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
Xxxxxx Mae, 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;
A-1
(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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4.
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A
new definition of “Xxxxxx Mae” is hereby added to Section 1 to immediately
follow the definition of “GAAP,” to read as
follows:
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A-2
Xxxxxx
Xxx:
The
Government National Mortgage Association, or any successor thereto.
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5.
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The
definition of “Mortgage Loan” in Section 1 is hereby amended in its
entirety to read as follows:
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Mortgage
Loan:
An
individual servicing retained Mortgage Loan which has been purchased from
the
Servicer by Xxxxxx Brothers Bank, FSB 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, 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.
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6.
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The
definition of “Mortgage Loan Schedule” in Section 1 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 were purchased from the Servicer by Xxxxxx Brothers
Bank,
FSB, which Mortgage Loan Schedule is attached as Exhibit D to this
Agreement.
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7.
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The
definition of “Opinion of Counsel” in Section 1 is hereby amended by
adding the following proviso at the end of such
definition:
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provided
that any Opinion of Counsel relating to (a) qualification of the Mortgage
Loans
in a REMIC or (b) compliance with the REMIC Provisions, must be an opinion
of
counsel who (i) is in fact independent of the Servicer and the Master Servicer
of the Mortgage Loans, (ii) does not have any material direct or indirect
financial interest in the Servicer or the Master Servicer of the Mortgage
Loans
or in an affiliate of either and (iii) is not connected with the Servicer
or the
Master Servicer of the Mortgage Loans as an officer, employee, director or
person performing similar functions.
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8.
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The
definition of “P&I Advance” in Section 1 is hereby deleted in its
entirety and the definition of Monthly Advance is added to read
as follows
and moved in Section 1 to immediately follow the definition of
“LTV” and
all references to “P&I Advance” shall be replaced with “Monthly
Advance”:
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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.
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9.
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A
new definition of “Prepayment Interest Shortfall Amount” is hereby added
to Section 1 to immediately follow the definition of “Person,” to read as
follows:
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Prepayment
Interest Shortfall Amount:
With
respect to any Mortgage Loan that was subject to a Principal Prepayment in
full
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)
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; such amount of interest shall not exceed the amount of the related
Servicing Fee.
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10.
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The
definition of “Principal Prepayment” is hereby amended and restated to
read as follows:
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Principal
Prepayment:
Any
payment or other recovery of principal on a Mortgage Loan which is received
in
advance of its scheduled Due Date, including any prepayment charge or premium
thereon, and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment.
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11.
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A
new definition of “Principal Prepayment Period” is hereby added to Section
1 to immediately follow the definition of “Principal Prepayment,” to read
as follows:
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Principal
Prepayment Period:
The
month preceding the month in which the related Remittance Date
occurs.
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12.
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The
definition of “Qualified Depository” is hereby amended and restated 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, 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, or (iii)
Xxxxxx Brothers Bank, FSB, a federal savings bank.
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13.
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A
new definition of “Qualified GIC” is hereby added to Section 1 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;
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(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
(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.
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14.
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A
new definition of “Rating Agency” is hereby added to Section 1 to
immediately follow the definition of “Qualified GIC,” to read as
follows:
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Rating
Agency:
Any of
Fitch Ratings, Xxxxx’x Investors Service, Inc. or Standard & Poor’s, a
division of The XxXxxx-Xxxx Companies, Inc., or any successor of the
foregoing.
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15.
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The
definition of “Servicing Fee” in Section 1 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.
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16.
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The
parties acknowledge that Section 2 shall be inapplicable to this
Agreement.
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17.
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The
parties acknowledge that the provisions of Section 3 are superseded
by
Exhibit D attached hereto.
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18.
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The
parties acknowledge that Section 4 shall be inapplicable to this
Agreement.
|
|
19.
|
The
parties acknowledge that Section 5 shall be inapplicable to this
Agreement.
|
|
20.
|
The
parties hereto acknowledge that Section 6 (Delivery of Mortgage
Loan
Documents) of the MLSSA shall be superseded by the provisions of
the
Custodial Agreement.
|
|
21.
|
Subsection
7.03 (Remedies for Breach of Representations and Warranties) is
hereby
amended in its entirety to read as
follows:
|
A-5
It
is
understood and agreed that the representations and warranties set forth in
Subsection 7.02 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.
Within
60
days of the earlier of either discovery by or notice to the Servicer of any
breach of a representation or warranty set forth in Subsection 7.02 which
materially and adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise materially and
adversely affects the value of the 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.
Such assignment shall be made in accordance with Subsection 14.03.
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 Subsection 7.03 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 Subsection 7.02 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.
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22.
|
The
parties acknowledge that Section 8 shall be inapplicable to this
Agreement.
|
|
23.
|
The
parties acknowledge that Section 9 shall be inapplicable to this
Agreement.
|
|
24.
|
The
parties acknowledge that Section 10 shall be inapplicable to this
Agreement.
|
|
25.
|
Subsection
11.01 (Servicer to Act as Servicer; Subservicing) is hereby amended
as
follows:
|
(i) by
deleting the fifth paragraph of such subsection and replacing it with the
following:
A-6
Consistent
with the terms of this Agreement, the Servicer may waive, modify or vary
any
term of any Mortgage Loan or consent to the postponement of any such term
or in
any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and
prudent determination such waiver, modification, postponement or indulgence
is
not materially adverse to the Master Servicer, the Trustee or the Trust,
provided, however, that unless the Mortgagor is in default with respect to
the
Mortgage Loan or such default is, in the judgment of the Servicer, imminent,
the
Servicer shall not permit any modification with respect to any Mortgage Loan
that would change the Mortgage Interest Rate, forgive the payment of principal
or interest, reduce or increase the outstanding principal balance (except
for
actual payments of principal) or change the final maturity date on such Mortgage
Loan.
(ii) by
adding
the following to the end of the fifth paragraph of such subsection:
Promptly
after the execution of any assumption, modification, consolidation or extension
of any Mortgage Loan, the Servicer shall forward to the Master Servicer copies
of any documents evidencing such assumption, modification, consolidation
or
extension. Notwithstanding anything to the contrary contained in this Agreement,
the Servicer shall not make or permit any modification, waiver or amendment
of
any term of any Mortgage Loan that would cause any REMIC created under the
Trust
Agreement to fail to qualify as a REMIC or result in the imposition of any
tax
under Section 860F(a) or Section 860G(d) of the Code.
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26.
|
Subsection
11.03 (Collection of Mortgage Loan Payments) is hereby amended
by
replacing the words “Continuously from the date hereof until the principal
and interest on all Mortgage Loans are paid in full” in the first and
second lines thereof to “Continuously from the Closing Date until the date
the Mortgage Loans cease to be subject to this
Agreement”.
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27.
|
Subsection
11.04 (Establishment of Custodial Account; Deposits in Custodial
Account)
is hereby amended as follows:
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|
(a)
|
by
replacing the words “Bank of America, National Association, in trust for
Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc., as
Purchaser
of Mortgage Loans and various Mortgagors” in the fourth and fifth lines of
the first paragraph with the following words: “Bank of America, National
Association in trust for the LXS 2006-14N Trust
Fund”;
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|
(b)
|
by
adding the words “within two (2) Business Days of receipt, ” after the
words “on a daily basis,” in the second paragraph;
and
|
|
(c)
|
by
amending clause (i) to read as
follows:
|
|
(i)
|
the
amount of any Prepayment Interest Shortfall Amount paid out of
the
Servicer’s own funds without any right to reimbursement
therefor;
|
|
28.
|
Subsection
11.05 (Withdrawals From the Custodial Account) is hereby amended
as
follows:
|
|
(a)
|
by
replacing the last four lines of clause (c) with the following:
|
A-7
|
(c)
|
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;
|
|
(b)
|
by
deleting the word “and” at the end of clause (h), by replacing the period
at the end of clause (i) with a semicolon and by adding the following
new
clauses (j) and (k):
|
|
(j)
|
to
invest funds in the Custodial Account in Eligible Investments in
accordance with Subsection 11.04;
and
|
|
(k)
|
to
transfer funds to another Qualified Depository in accordance with
Subsection 11.09 hereof.
|
|
29.
|
Subsection
11.06 (Establishment of Escrow Account; Deposits in Escrow Account)
is
hereby amended as follows:
|
|
(a)
|
by
replacing the words “Bank of America, National Association, in trust for
Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc., as
Purchaser
of Mortgage Loans and various Mortgagors” in the fourth and fifth lines of
the first paragraph, and with the words “Bank of America, National
Association, in trust for the LXS 2006-14N Trust Fund”;
and
|
|
(b)
|
by
adding the words “within two (2) Business Days of receipt, ” after the
words “on a daily basis,” in the second
paragraph.
|
|
30.
|
Subsection
11.13 (Title, Management and Disposition of REO Property) is hereby
amended (i) by 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 (and provided a copy of the same to the Trustee
and
the Master Servicer), 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;
(ii)
by
replacing the word “advances” in the tenth line of the existing third paragraph
thereof with “Monthly Advances”; and
(iii) by
adding
the following to the end of such Subsection:
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.
|
31.
|
Subsection
11.15 (Distributions) is hereby amended by adding the following
after the
second paragraph of such
Subsection:
|
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, N.A.
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 2006-14N
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32.
|
Subsection
11.16 (Statements to the Purchaser) is hereby amended in its entirety
to
read as follows:
|
Subsection
11.16 Statements
to the Master Servicer.
A-9
The
Company shall deliver or cause to be delivered to the Master Servicer executed
copies of the custodial and escrow account letter agreements pursuant to
Sections 11.04 and 11.06 within 30 days of the Closing Date.
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 (a) a monthly remittance advice in the format
set
forth in Exhibit E-1 hereto and a monthly defaulted loan report in the format
set forth in Exhibit E-2 hereto (or in such other format mutually agreed
between
the Servicer and the Master Servicer) relating to the period ending on the
last
day of the preceding calendar month, (b) all such information required pursuant
to clause (a) above on a magnetic tape or other similar media reasonably
acceptable to the Master Servicer, (c) on a current and cumulative basis
the
amount of any (i) claims filed, (ii) claims payments made, (iii) claims denied,
(iv) policies cancelled with respect to those Serviced Mortgage Loans covered
by
any PMI Policy and (v) all such other information reasonably required by
the
Master Servicer and (d) the amount of any Monthly Advances made by the Servicer
on such Monthly Remittance Date.
Beginning
with the calendar year 2007, the Servicer shall prepare and file any and
all tax
returns, information statements or other filings for the portion of the tax
year
2006 and the portion of subsequent tax years for which the Servicer has serviced
some or all of the Mortgage Loans hereunder as such returns, information
statements or other filings are required to be delivered to any governmental
taxing authority or to the Master Servicer pursuant to any applicable law
with
respect to the Mortgage Loans and the transactions contemplated hereby. In
addition, the Servicer shall provide the Master Servicer with such information
concerning the Mortgage Loans as is necessary for the Master Servicer to
prepare
the Trust Fund’s federal income tax return as the Master Servicer may reasonably
request from time to time.
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33.
|
Subsection
12.01 (Indemnification; Third Party Claims) is hereby amended and
restated
in its entirety to read as follows:
|
The
Servicer shall indemnify Xxxxxx Brothers Holdings, the Trust Fund, the Trustee
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 compliance
with
the terms of this Agreement. The Servicer immediately shall notify Xxxxxx
Brothers Holdings, 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 written report
of
all expenses and advances incurred by the Servicer pursuant to this Subsection
12.01, and the Trustee from the assets of the Trust Fund promptly shall
reimburse the Servicer for all amounts advanced by it pursuant to the preceding
sentence except when the claim is in any way related to the failure of the
Servicer to service and administer the Mortgage Loans in compliance with
the
terms of this Agreement or the gross negligence, bad faith or willful misconduct
of this Servicer.
A-10
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34.
|
Subsection
12.04 (Seller and Servicer Not to Resign) is hereby amended and
restated
in its entirety to read as follows:
|
Subsection
12.04 Limitation
on Resignation and Assignment by Servicer
The
Servicer shall neither assign this Agreement or the servicing hereunder or
delegate its rights or duties hereunder or any portion hereof (to other than
a
third party in the case of outsourcing routine tasks such as taxes, insurance
and property inspection, in which case the Servicer shall be fully liable
for
such tasks as if the Servicer performed them itself) or sell or otherwise
dispose of all or substantially all of its property or assets without the
prior
written consent of the Trustee and the Master Servicer, which consent shall
be
granted or withheld in the reasonable discretion of such parties, provided,
however,
that
the Servicer may assign its rights and obligations hereunder without prior
written consent of the Trustee and the Master Servicer to any entity that
is
directly owned or controlled by the Servicer, and the Servicer guarantees
the
performance of such entity hereunder. In the event of such assignment by
the
Servicer, the Servicer shall provide the Trustee and the Master Servicer
with a
written statement guaranteeing the successor entity’s performance of the
Servicer’s obligations under the Agreement.
|
35.
|
Subsection
13.01 (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
the second line of the second paragraph;
and
|
|
(c)
|
amending
subclause (g) to read as follows: “the Servicer at any time is neither a
Xxxxxx Xxx or Xxxxxxx Mac approved 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;”.
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|
36.
|
Subsection
13.02 (Waiver of Default) is hereby amended by changing the reference
to
“Purchaser” in such Subsection to “Master Servicer with the prior written
consent of the Trustee”.
|
|
37.
|
Subsection
14.01 (Termination) is hereby amended by changing the word “Purchaser” to
“Xxxxxx Brothers Holdings.”
|
|
38.
|
Subsection
14.02 (Termination of the Servicer Without Cause) is hereby amended
by
replacing the first reference to “Purchaser” with “Xxxxxx Brothers
Holdings (with the prior consent of the Trustee)” and by replacing all
other references to “Purchaser” with “Xxxxxx Brothers
Holdings.”
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|
39.
|
Subsection
14.03 (Successors to the Servicer) is hereby amended in its entirety
to
read as follows:
|
A-11
Simultaneously
with the termination of the Servicer’s responsibilities and duties under this
Agreement pursuant to Subsections 12.04, 13.01, 14.01 or 14.02, 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, Xxxxxx
Brothers Holdings, 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, 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 Subsections, 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 Subsections shall not become effective until a successor
shall be appointed pursuant to this Subsection 14.03 and shall in no event
relieve the Servicer of the representations and warranties made pursuant
to
Section 7 and the remedies available to the Trust Fund under Subsection 7.03
shall be applicable to the Servicer notwithstanding any such resignation
or
termination of the Servicer, or the termination of this Agreement.
Within
a
reasonable period of time, but in no event longer than 30 days of the
appointment of a successor entity, the Servicer shall prepare, execute and
deliver to the successor entity any and all documents and other instruments,
place in such successor’s possession all Servicing Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes
of
such notice of termination. The Servicer shall cooperate with the Trustee
and
the Master Servicer, as applicable, and such successor in effecting the
termination of the Servicer’s responsibilities and rights hereunder and the
transfer of servicing responsibilities to the successor Servicer, including
without limitation, the transfer to such successor for administration by
it of
all cash amounts which shall at the time be credited by the Servicer to the
Custodial Account or any Escrow Account or thereafter received with respect
to
the Mortgage Loans.
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Trustee, the Servicer and the Master Servicer an instrument (i) accepting
such appointment, wherein the successor shall make 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
Subsections 12.04, 13.01, 14.01 or 14.02 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.
A-12
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.
|
The
parties acknowledge that Section 22 shall be inapplicable to this
Agreement.
|
|
41.
|
Section
25 (Amendment) is hereby amended by replacing the words “by the Purchaser,
the Seller and the Servicer by written agreement signed by the
parties
hereto” with the words “by written agreement by the Servicer and Xxxxxx
Brothers Holdings, with the written consent of the Master Servicer,
the
NIMS Insurer and the Trustee”.
|
|
42.
|
Section
29 (Successors and Assigns) is hereby deleted in its
entirety.
|
|
43.
|
Section
30 (Non-Solicitation) is hereby amended by replacing the words
“the
Purchaser” with “Xxxxxx Brothers Holdings” in each
instance.
|
|
44.
|
A
new Section 33 (Intended Third Party Beneficiaries) is hereby added
below
Section 32 to read as follows:
|
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.
A-13
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45.
|
Section
2.02(a)(vii) of the Regulation AB Compliance Addendum (Additional
Representations and Warranties of the Company) is hereby amended
to read
“there are no affiliations, relationships or transactions of a type
described in Item 1119 of Regulation AB relating to the Company,
any
Subservicer or any Third-Party Originator with respect to any party
listed
on Exhibit F attached hereto.”
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|
46.
|
Section
2.03 of the Regulation AB Compliance Addendum (Information to Be
Provided
by the Company) is hereby amended as
follows:
|
|
(a)
|
by
replacing the words “identified to the company by the Purchaser or any
Depositor in writing in advance of such Securitization Transaction” in
Section 2.03(a)(D) with the words “identified on Exhibit F
hereto”;
|
|
(b)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each instance;
|
|
(c)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance;
|
|
(d)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance;
|
|
(e)
|
by
replacing the words “the Purchaser or Depositor” with “the Trust Fund, the
Depositor, the Trustee or the Master Servicer” in each instance;
|
|
(f)
|
by
replacing the words “the Purchaser or the Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each instance;
and
|
|
(g)
|
by
replacing the words “the Purchaser or such Depositor” with “the Trust
Fund, the Depositor, the Trustee or the Master Servicer” in each
instance.
|
|
47.
|
Section
2.04 of the Regulation AB Compliance Addendum (Servicer Compliance
Statement) is hereby amended by replacing the words “the Purchaser and any
Depositor” and the words “the Purchaser and such Depositor” with “the
Trust Fund, the Depositor, the Trustee and the Master Servicer” in each
instance.
|
|
48.
|
Section
2.05 of the Regulation AB Compliance Addendum (Report
on Assessment of Compliance and Attestation) is hereby amended
as follows:
|
|
(a)
|
by
replacing the words “each of the Servicing Criteria specified on
Exhibit
B hereto”
with “all of the Servicing Criteria specified on Exhibit B hereto;”
|
|
(b)
|
by
replacing the words “the Purchaser and any Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance;
|
|
(c)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance;
|
A-14
|
(d)
|
by
replacing the words “the Purchaser, any Depositor” with “the Trust Fund,
the Depositor, the Trustee, the Master Servicer” in each instance;
and
|
|
(e)
|
by
replacing the words “the Purchaser”
with “the Trust Fund, the Depositor, the Trustee and the Master Servicer”
in Section 2.05(b).
|
|
49.
|
Section
2.06 of the Regulation AB Compliance Addendum (Use
of Subservicers and Subcontractors) is hereby amended as
follows:
|
|
(a)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each
instance;
|
|
(b)
|
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
|
|
(c)
|
by
replacing the words “the Purchaser and such Depositor” with “the Trust
Fund, the Depositor, the Trustee and the Master Servicer” in each
instance.
|
|
50.
|
Section
2.07 of the Regulation AB Compliance Addendum (Indemnification;
Remedies) is hereby amended as
follows:
|
|
(a)
|
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” (2)
deleting the words “or the Depositor” and (3) deleting the words “and of
the Depositor”;
|
|
(b)
|
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” and (2) replacing the
words “the Purchaser (or such designee) or such Depositor” with “such
party”;
|
|
(c)
|
by
replacing the words “the Purchaser,
any Depositor” with “the Trust Fund, the Depositor, the Trustee or the
Master Servicer” in each instance;
|
|
(d)
|
by
replacing the words “the Purchaser or Depositor” with “the Trust Fund, the
Depositor, the Trustee or the Master Servicer” in each instance;
and
|
|
(e)
|
by
replacing the words “the Purchaser or any Depositor” with “the Trust Fund,
the Depositor, the Trustee or the Master Servicer” in each
instance.
|
X-00
XXXXXXX
X-0
Flow
Mortgage Loan Sale and Servicing Agreement (dated April 1, 2006)
See
Exhibit 99.3
B-1
EXHIBIT
C
[RESERVED]
C-1
EXHIBIT
D
Schedule
of Serviced Mortgage Loans
[Intentionally
Omitted]
D-1
EXHIBIT
E-1
FORM
OF
MONTHLY REMITTANCE ADVICE
|
FIELD
NAME
|
DESCRIPTION
|
FORMAT
|
||
|
INVNUM
|
INVESTOR
LOAN NUMBER
|
Number
no decimals
|
||
|
SERVNUM
|
SERVICER
LOAN NUMBER, REQUIRED
|
Number
no decimals
|
||
|
BEGSCHEDBAL
|
BEGINNING
SCHEDULED BALANCE FOR SCHED/SCHED
|
Number
two decimals
|
||
|
BEGINNING
TRAIL BALANCE FOR ACTUAL/ACTUAL,
|
||||
|
REQUIRED
|
||||
|
SCHEDPRIN
|
SCHEDULED
PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
||
|
ACTUAL
PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
|
||||
|
REQUIRED,
.00 IF NO COLLECTIONS
|
||||
|
CURT1
|
CURTAILMENT
1 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
CURT1DATE
|
CURTAILMENT
1 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
||
|
CURT1ADJ
|
CURTAILMENT
1 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
CURT2
|
CURTAILMENT
2 XXXXXX, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
CURT2DATE
|
CURTAILMENT
2 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
||
|
CURT2ADJ
|
CURTAILMENT
2 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
LIQPRIN
|
PAYOFF,
LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
OTHPRIN
|
OTHER
PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
PRINREMIT
|
TOTAL
PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
INTREMIT
|
NET
INTEREST REMIT, INCLUDE PAYOFF INTEREST,
|
Number
two decimals
|
||
|
.00
IF NOT APPLICABLE
|
||||
|
TOTREMIT
|
TOTAL
REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
ENDSCHEDBAL
|
ENDING
SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
||
|
ENDING
TRIAL BALANCE FOR ACTUAL/ACTUAL
|
||||
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||||
|
ENDACTBAL
|
ENDING
TRIAL BALANCE
|
Number
two decimals
|
||
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
||||
|
ENDDUEDATE
|
ENDING
ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT
|
DD-MMM-YY
|
||
|
ACTCODE
|
60
IF PAIDOFF, BLANK IF NOT APPLICABLE
|
Number
no decimals
|
||
|
ACTDATE
|
ACTUAL
PAYOFF DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
E-1-1
|
FIELD
NAME
|
DESCRIPTION
|
FORMAT
|
|
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
|
E-1-2
EXHIBIT
E-2
STANDARD
LAYOUT 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
12=
Chapter 12 filed
|
11=
Chapter 11 filed
13=
Chapter 13 filed
|
Chapter
of bankruptcy 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.
|
|
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.
|
E-2-1
|
Data
Field
|
Format
|
|
|
Data
Description
|
|
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
|
Appraisal=Appraisal
|
Name
of vendor or management company that 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
|
N=Less
than 90 days delinquent
|
Servicer
defined indicator that identifies 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.
|
|
Foreclosure
attorney referral date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the loan was referred to 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.
|
E-2-2
|
Data
Field
|
Format
|
|
|
Data
Description
|
|
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
|
Appraisal=Appraisal
|
Name
of vendor or management company that 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
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that funds were received from HUD as a result of transmitting
the
27011A claim.
|
|
Foreclosure
actual sale date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that the foreclosure sale was held.
|
|
Servicer
loan number
|
VARCHAR2(15)
|
|
|
Individual
number that uniquely identifies loan as defined by
servicer.
|
|
Loan
type
|
VARCHAR2(2)
|
1=FHA
Residential
3=Conventional
w/o PMI
5=FHA
Project
7=HUD
235/265
9=Farm
Loan
S=Sub
prime
|
2=VA
Residentia
4=Commercial
6=Conventional
w/PMI
8=Daily
Simple Interest Loan
U=Unknown
|
Type
of loan being serviced generally defined by the existence of
certain types
of insurance (i.e.: FHA, VA, conventional insured, conventional
uninsured,
SBA, etc.).
|
|
Loss
mit approval date
|
DATE(MM/DD/YYYY)
|
|
|
The
date determined that the servicer and mortgagor agree to pursue
a defined
loss mitigation alternative.
|
|
Loss
mit flag
|
VARCHAR2(2)
|
Y=
Active loss mitigation
|
N=No
active loss mitigation
|
Servicer
defined indicator that identifies 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.
|
E-2-3
|
Data
Field
|
Format
|
|
|
Data
Description
|
|
Loss
mit type
|
VARCHAR2(2)
|
L=
Loss Mitigation
NP=Pending
non-performing sale
DI=
Deed in lieu
MO=Modification
SH=Short
sale
|
LT=Litigation
pending
CH=
Charge off
FB=
Forbearance plan
PC=Partial
claim
VA=VA
refunding
|
The
defined loss mitigation alternative identified on the loss mit
approval
date.
|
|
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
|
Appraisal=Appraisal
|
Date
that the loss mitigation valuation 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
U=Unknown
|
T=Tenant
occupied
V=Vacant
|
The
most recent status of the property regarding who if anyone is
occupying
the property. Typically a result of a routine property
inspection.
|
|
First
Vacancy date/ Occupancy status date
|
DATE(MM/DD/YYYY)
|
|
|
The
date that the most recent occupancy status was determined. Typically
the
date of the most recent property inspection.
|
|
Original
loan amount
|
NUMBER(10,2)
|
|
|
Amount
of the contractual obligations (i.e.: note and mortgage/deed
of
trust).
|
|
Original
value amount
|
NUMBER(10,2)
|
|
|
Appraised
value of property as of origination typically determined through
the
appraisal process.
|
E-2-4
|
Data
Field
|
Format
|
|
|
Data
Description
|
|
Origination
date
|
DATE(MM/DD/YYYY)
|
|
|
Date
that the contractual obligations (i.e.: note and mortgage/deed
of trust)
of the mortgagor was executed.
|
|
FHA
Part B funds received date
|
DATE(MM/DD/YYYY)
|
|
|
Actual
date that funds were received from 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
3=Average
5=Poor
|
2=Good
4=Fair
6=Very
poor
|
Physical
condition of the property as most recently reported to the servicer
by
vendor or property management company.
|
|
Property
type
|
VARCHAR2(2)
3=Condo
6=Prefabricated
7=Mobile
home
A=Church
O=Co-op
CT=Condotel
|
1=Single
family
4=Multifamily
B=Commercial
U=Unknown
P=PUD
M=Manufactured
housing
MU=Mixed
use
|
2=Town
house
5=Other
C=Land
only
D=Farm
R=Row
house
24=
2-4 family
|
Type
of property secured by mortgage such as: single family, 2-4 unit,
etc.
|
|
Reason
for default
|
VARCHAR2(3)
|
001=Death
of principal mtgr
003=Illness
of mtgr's family member
004=Death
of mtgr's family member
006=Curtailment
of income
008=Abandonment
of property
011=Property
problem
013=Inability
to rent property
015=Other
017=Business
failure
022=Energy-Environment
costs
026=
Payment adjustment
029=Transfer
ownership pending
031=Unable
to contact borrower
|
002=Illness
of principal mtgr
005=Marital
difficulties
007=Excessive
obligations
009=Distant
employee transfer
012=Inability
to sell property
014=Military
service
016=Unemployment
019=Casualty
loss
023=
Servicing problems
027=Payment
dispute
030=Fraud
INC=Incarceration
|
Cause
of delinquency as identified by
mortgagor.
|
E-2-5
|
Data
Field
|
Format
|
|
|
Data
Description
|
|
REO
repaired value
|
NUMBER(10,2)
|
|
|
The
projected value of the property that is adjusted from the "as
is" value
assuming necessary repairs have been made to the property as
determined by
the vendor/property management company.
|
|
REO
list price adjustment amount
|
NUMBER(15,2)
|
|
|
The
most recent listing/pricing amount as updated by the servicer
for REO
properties.
|
|
REO
list price adjustment date
|
DATE(MM/DD/YYYY)
|
|
|
The
most recent date that the servicer advised the agent to make
an adjustment
to the REO listing price.
|
|
REO
value (as is)
|
NUMBER(10,2)
|
|
|
The
value of the property without making any repairs as determined
by the
vendor/property management 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
|
Appraisal=Appraisal
|
Name
of vendor or management company that provided the REO value (as
is).
|
E-2-6
|
Data
Field
|
Format
|
|
|
Data
Description
|
|
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.
|
|
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 balance
|
NUMBER(10,2)
|
|
|
The
positive or negative account balance that is dedicated to payment
of
hazard insurance, property taxes, MI, etc. (escrow items
only).
|
|
Title
approval letter received date
|
DATE(MM/DD/YYYY)
|
|
|
The
actual date that the title approval 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 amount
|
NUMBER(15,2)
|
|
|
The
amount of funds received by the 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.
|
E-2-7
|
Data
Field
|
Format
|
|
|
Data
Description
|
|
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)
|
|
|
U.S.
postal zip code that corresponds to property location.
|
|
FNMA
Delinquency status code
|
VARCHAR2(3)
24=Drug
seizure
28=Modification
31=Probate
44=Deed-in-lieu
62=VA
no-bid
65=Ch.
7 bankruptcy
|
09=Forbearance
26=Refinance
29=Charge-off
32=Military
indulgence
49=Assignment
63=VA
Refund
66=Ch.
11 bankruptcy
|
17=Preforeclosure
sale
27=Assumption
30=Third-party
sale
43=Foreclosure
61=Second
lien considerations
64=VA
Buydown
67=Ch.
13 bankruptcy
|
The
code that is electronically reported to FNMA by the servicer
that reflects
the current defaulted status of a loan (i.e.: 65, 67, 43 or
44).
|
|
FNMA
delinquency reason code
|
VARCHAR2(3)
|
001=Death
of principal mtgr
003=Illness
of mtgr's family member
005=Marital
difficulties
007=Excessive
obligations
009=Distant
employee transfer
012=Inability
to sell property
014=Military
service
016=Unemployment
019=Casualty
loss
023=
Servicing problems
027=Payment
dispute
030=Fraud
INC=Incarceration
|
002=Illness
of principal mtgr
004=Death
of mtgr's family member
006=Curtailment
of income
008=Abandonment
of property
011=Property
problem
013=Inability
to rent property
015=Other
017=Business
failure
022=Energy-Environment
costs
026=
Payment adjustment
029=Transfer
ownership pending
031=Unable
to contact borrower
|
The
code that is electronically reported to FNMA by the servicer
that
describes the circumstance that appears to be the primary contributing
factor to the delinquency.
|
|
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.
|
E-2-8
EXHIBIT
F
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: N/A
Servicers:
Bank of America, National Association, IndyMac Bank, F.S.B and Xxxx Financial,
LLC
Originators:
Bank of America, National Association, IndyMac Bank, F.S.B and Xxxx Financial,
LLC
Custodian:
Deutsche Bank National Trust Company and U.S. Bank National Association
Seller:
Xxxxxx Brothers Holdings Inc.
F-1
