RECONSTITUTED SERVICING AGREEMENT
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 1st
day of November, 2006, by and between XXXXXX BROTHERS HOLDINGS INC., a Delaware
corporation (the “Seller” or “Xxxxxx Brothers Holdings”), COUNTRYWIDE HOME LOANS
SERVICING LP, a Texas limited partnership (the “Servicer”), a wholly owned
subsidiary of COUNTRYWIDE HOME LOANS, INC., a New York corporation
(“Countrywide”), and acknowledged by AURORA LOAN SERVICES LLC, a Delaware
limited liability company (“Aurora”), and U.S. BANK NATIONAL ASSOCIATION, solely
in its capacity as trustee (in such capacity, the “Trustee”) under the Trust
Agreem3ent (as defined below), recites and provides as follows:
RECITALS
WHEREAS,
Xxxxxx Brothers Bank, FSB (the “Bank”) acquired certain adjustable rate,
conventional, first lien, negative amortization residential mortgage loans
from
Countrywide Home Loans, Inc. pursuant to the Flow Seller’s Warranties and
Servicing Agreement between the Bank and Countrywide Home Loans, Inc., dated
as
of June 1, 2004 and amended as of January 31, 2006 (the “2004 SWSA Amendment Reg
AB” and collectively hereinafter, the “2004 SWSA”) attached hereto as Exhibit
B-1 (the “2004 SWSA Mortgage Loan”) and such 2004 SWSA Mortgage Loans are being
serviced on behalf of Countrywide Home Loans, Inc. by the Servicer.
WHEREAS,
pursuant to an Assignment and Assumption Agreement, dated November 1, 2006
(the
“Assignment and Assumption Agreement”) annexed as Exhibit C hereto, the Seller
acquired from the Bank all of the Bank’s right, title, interest and obligations
in and to the 2004 SWSA Mortgage Loans currently serviced under the 2004 SWSA
and assumed for the benefit of each of the Servicer and the Bank the rights
and
obligations of the Bank as owner of such 2004 SWSA Mortgage Loans pursuant
to
the 0000 XXXX.
WHEREAS,
Xxxxxx Capital, a division of Xxxxxx Brothers Holdings Inc., acquired certain
adjustable rate, conventional, first lien, negative amortization residential
mortgage loans from Countrywide Home Loans, Inc. pursuant to the Flow Seller’s
Warranties and Servicing Agreement between the Seller and Countrywide Home
Loans, Inc., dated as of June 1, 2006 and amended as of June 16, 2006 (the
“2006
SWSA Amendment Reg AB” and collectively hereinafter, the “2006 SWSA”) attached
hereto as Exhibit B-2 (the “2006 SWSA Mortgage Loans”) and such 2006 SWSA
Mortgage Loans are being serviced on behalf of Countrywide Home Loans, Inc.
by
the Servicer.
WHEREAS,
the Seller has conveyed the 2004 SWSA Mortgage Loans and the 2006 SWSA 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 November 1, 2006 (the “Trust
Agreement”), among the Trustee, Aurora, as master servicer (“Aurora,” and,
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 either the 2004 SWSA or the 2006 SWSA (each, an “SWSA”), as
applicable.
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.
1
WHEREAS,
the Seller and the Servicer agree that the provisions of the applicable SWSA
shall apply to the Serviced Mortgage Loans, but only to the extent provided
herein and that this Agreement shall govern the Serviced Mortgage Loans for
so
long as such Serviced Mortgage Loans remain subject to the provisions of the
Trust Agreement.
WHEREAS,
the Master Servicer and any successor master servicer shall be obligated, among
other things, to supervise the servicing of the Serviced Mortgage Loans on
behalf of the Trust Fund (or the Trustee on behalf of the Trust Fund), 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 as described
in
Section 33 of Exhibit A hereunder.
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 either SWSA incorporated by reference herein
(regardless of whether such terms are defined in either SWSA), shall have the
meanings ascribed to such terms in the Trust Agreement.
2. Custodianship.
The
parties hereto acknowledge that U.S. Bank National Association will
act
as custodian of the Servicing Files for the Trustee on behalf of the Trust
Fund
pursuant to a Custodial Agreement, dated November 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 applicable SWSA, except as otherwise
provided herein and on Exhibit A hereto, and the parties hereto agree that
the
provisions of each SWSA, as so modified, are and shall be a part of this
Agreement to the same extent as if set forth herein in full.
4. Trust
Cut-off Date.
The
parties hereto acknowledge that by operation of Section 4.05 and Section 5.01
of
each SWSA the remittance on December 18, 2006 to the Trust Fund is to include
principal due after November 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
Section 5.01 of the applicable SWSA.
5. Master
Servicing; Termination of Servicer.
The
Servicer, including any successor servicer hereunder, shall be subject to the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
ensure that the Servicer services the Serviced Mortgage Loans in accordance
with
the provisions of this Agreement. The Master Servicer, acting on behalf of
the
Trustee and the LXS 2006-18N Trust Fund (the “Trust Fund”) created pursuant to
the Trust Agreement, shall have the same rights as the Seller under the
applicable SWSA to enforce the obligations of the Servicer under the applicable
SWSA and the term “Purchaser” as used in each SWSA in connection with any rights
of the Purchaser shall refer to the Trust Fund or, as the context requires,
the
Master Servicer acting in its capacity as agent for the Trust Fund, except
as
otherwise specified in Exhibit A hereto. The Master Servicer shall be entitled
to terminate the rights and obligations of the Servicer under this Agreement
upon the failure of the Servicer to perform any of its obligations under this
Agreement, which failure results in an Event of Default as provided in Section
10.01 of either SWSA, as applicable. Notwithstanding the foregoing, it is
understood that the Servicer shall not be obligated to defend and indemnify
and
hold harmless the Master Servicer, the Trust Fund, or the Trustee against any
losses, damages, penalties, fines, forfeitures, judgments and any related costs
including, without limitation, reasonable and necessary legal fees, resulting
from (i) actions or inactions of the Servicer which were taken or omitted upon
the instruction or direction of the Master Servicer, the Trust Fund, or the
Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the
Trustee to perform their obligations under this Agreement. Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer assume
any of the obligations of the Seller under the applicable SWSA and in connection
with the performance of the Master Servicer’s duties hereunder the parties and
other signatories (except Countrywide and the Servicer) hereto agree that the
Master Servicer shall be entitled to all of the rights, protections and
limitations of liability afforded to the Master Servicer under the Trust
Agreement.
2
6. No
Representations.
Neither
Countrywide nor 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 Countrywide in Section 3.02 of each SWSA as of the date
of the sale from Countrywide to the Bank) 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
on
behalf of the Trust Fund 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
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 basis 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
3
Account
Number: 066-611059
Beneficiary:
Aurora Loan Services LLC
For
further credit to: LXS 2006-18N
All
notices required to be delivered to the Trustee on behalf of the Trust Fund
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
2006-18N
Attention: Corporate
Trust Services
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:
Xxxxxx Xxxxxx
Telephone:
(000) 000-0000
E-mail:
xxxxxxx@xxxxxx.xxx
With
a
copy to:
Dechert,
LLP
Xxxx
Centre
0000
Xxxx
Xxxxxx
Xxxxxxxxxxxx,
XX 00000-0000
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 applicable
SWSA.
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.
4
“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 X or Class P 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 X or Class P Certificates issued by the
Trust
Fund.
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 applicable SWSA. 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 applicable SWSA, 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 applicable SWSA. 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
PAGES IMMEDIATELY FOLLOW]
5
Executed
as of the day and year first above written.
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XXXXXX
BROTHERS HOLDINGS INC.,
as
Seller
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By:
Name:
Xxxxx Xxxxxxx
Title: Authorized
Signatory
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COUNTRYWIDE
HOME LOANS SERVICING LP,
as
Servicer
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By:
Countrywide GP, Inc., its General Partner
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By:
Name:
Title:
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COUNTRYWIDE
HOME LOANS, INC.
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By:
Name:
Title:
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Acknowledged:
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AURORA
LOAN SERVICES LLC,
as
Master Servicer
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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 2004 SWSA and the 2006 SWSA
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1.
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Unless
otherwise specified herein, any provisions of either SWSA, including
definitions, relating to (i) representations and warranties relating
to
the Mortgage Loans and not relating to the servicing of the Mortgage
Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan
and
Pass-Through Transfers and Reconstitution, and (iv) Assignments of
Mortgage, shall be disregarded for purposes relating to this Agreement.
Sections 2.01, 2.02, 2.03, 3.02, 3.03 and 3.06 of each SWSA, the
exhibits
to each SWSA and all references to such exhibits shall also be disregarded
and shall be redacted from the SWSA before being attached hereto
as
Exhibit B-1 and Exhibit B-2. Unless otherwise specified, the modifications
described herein shall apply equally to each
SWSA.
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2.
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The
definition of “Eligible Investments” in Article I is hereby amended and
restated 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;
(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;
A-1
(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 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.
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3.
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A
definition of “Xxxxxx Mae” is hereby added to Article I to immediately
follow the definition of “Xxxxxxx Mac,” to read as
follows:
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Xxxxxx
Mae:
The
Government National Mortgage Association, or any successor thereto.
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4.
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The
definition of “Mortgage Loan” is hereby amended and restated 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
Company 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.
A-2
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5.
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The
definition of “Mortgage Loan Schedule” is hereby amended and restated in
its entirety to read as follows:
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Mortgage
Loan Schedule:
The
schedule of Mortgage Loans attached as Exhibit D to this Agreement setting
forth
certain information with respect to the Mortgage Loans purchased from the
Servicer by Xxxxxx Brothers Bank, FSB pursuant to the SWSA.
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6.
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The
definition of “Qualified Depository” is hereby amended and restated in its
entirety to read as follows:
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Qualified
Depository:
Any of
(i) a federal or state-chartered depository institution the accounts of which
are insured by the FDIC and whose commercial paper, short-term debt obligations
or other short-term deposits are rated at least “A-1+” by Standard & Poor’s
if the deposits are to be held in the account for less than 30 days, or whose
long-term unsecured debt obligations are rated at least “AA-” by Standard &
Poor’s if the deposits are to be held in the account for more than 30 days, 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, F.S.B., a federal savings bank.
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7.
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A
new definition of “Qualified GIC” is hereby added to Article I to
immediately follow the definition of “Qualified Depository”, to read as
follows:
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Qualified
GIC:
A
guaranteed investment contract or surety bond providing for the investment
of
funds in the Custodial Account and insuring a minimum, fixed or floating rate
of
return on investments of such funds, which contract or surety bond
shall:
(a) be
an
obligation of an insurance company or other corporation whose long-term debt
is
rated by each Rating Agency in one of its two highest rating categories or,
if
such insurance company has no long-term debt, whose claims paying ability is
rated by each Rating Agency in one of its two highest rating categories, and
whose short-term debt is rated by each Rating Agency in its highest rating
category;
(b) provide
that the Company 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
Company, the Company 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;
A-3
(d) provide
that the Company’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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8.
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The
parties acknowledge that the fourth paragraph of Section 2.02 (Books
and
Records; Transfers of Mortgage Loans) shall be inapplicable to this
Agreement.
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9.
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The
parties acknowledge that Section 2.03 (Delivery of Documents) shall
be
superseded by the provisions of the Custodial
Agreement.
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10.
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Section
3.01(c) (No Conflicts) is hereby amended by deleting the words “the
acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage
Loans to the Purchaser”.
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11.
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Section
3.01(f) (Ability to Perform) is hereby amended by deleting the second
sentence thereof.
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12.
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Section
3.01(h) (No Consent Required) is hereby amended by deleting the words
“or
the sale of the Mortgage Loans”.
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13.
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Section
3.01(i) (Selection Process), Section 3.01(j) (Pool Characteristics),
Section 3.01(l) (Sale Treatment), Section 3.01(n) (No Brokers’ Fees) and
Section 3.01(o) (Origination) shall be inapplicable to this
Agreement.
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14.
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Four
new paragraphs are hereby added at the end of Section 3.01 (Company
Representations and Warranties) to read as
follows:
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It
is
understood and agreed that the representations and warranties set forth in
Section 3.01 (a) through (h) and (k) are hereby restated as of the Closing
Date
and shall survive the engagement of the Company to perform the servicing
responsibilities hereunder and the delivery of the Servicing Files to the
Company and shall inure to the benefit of the Trust Fund (or the Trustee on
behalf of the Trust Fund) and the Master Servicer. Upon discovery by either
the
Company, 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 Company 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 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 Company of any
breach of a representation or warranty set forth in Section 3.01 which
materially and adversely affects the ability of the Company 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 Company shall use
its
best efforts promptly to cure such breach in all material respects and, if
such
breach cannot be cured, the Company shall, at the Master Servicer’s option,
assign the Company’s rights and obligations under this Agreement (or respecting
the affected Mortgage Loans) to a successor servicer selected by the Master
Servicer with the prior consent and approval of the Trustee on behalf of the
Trust Fund. Such assignment shall be made in accordance with Section
12.01.
A-4
In
addition, the Company shall indemnify (from its own funds) the Trust Fund (or
the Trustee on behalf of 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
Company’s representations and warranties contained in this Agreement. It is
understood and agreed that the remedies set forth in this Section 3.01
constitute the sole remedies of the Master Servicer, the Trust Fund (or the
Trustee on behalf of the Trust Fund) respecting a breach of the foregoing
representations and warranties.
Any
cause
of action against the Company relating to or arising out of the breach of any
representations and warranties made in Section 3.01 shall accrue upon (i)
discovery of such breach by the Company or notice thereof by the Trustee or
Master Servicer to the Company, (ii) failure by the Company to cure such breach
within the applicable cure period, and (iii) demand upon the Company by the
Trustee or the Master Servicer for compliance with this Agreement.
|
15.
|
Section
4.01 (Company to Act as Servicer) is hereby amended as
follows:
|
(i) by
deleting the first sentence of the second paragraph of such section and
replacing it with the following:
Consistent
with the terms of this Agreement, the Company may waive, modify or vary any
term
of any Mortgage Loan or consent to the postponement of any such term or in
any
manner grant indulgence to any Mortgagor if in the Company’s reasonable and
prudent determination such waiver, modification, postponement or indulgence
is
not materially adverse to the Trust Fund, provided, however, that unless the
Mortgagor is in default with respect to the Mortgage Loan or such default is,
in
the judgment of the Company, imminent, the Company shall not permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, forgive the payment of principal or interest, reduce or increase
the outstanding principal balance (except for actual payments of principal)
or
change the final maturity date on such Mortgage Loan. Without limiting the
generality of the foregoing, the Company shall continue, and is hereby
authorized and empowered, to execute and deliver on behalf of itself and the
Trust Fund, all instruments of satisfaction or cancellation, or of partial
or
full release, discharge and all other comparable instruments, with respect
to
the Mortgage Loans and with respect to the Mortgaged Properties.
(ii) by
adding
the following to the end of the second paragraph of such section:
Promptly
after the execution of any assumption, modification, consolidation or extension
of any Mortgage Loan, the Company shall forward to the Master Servicer copies
of
any documents evidencing such assumption, modification, consolidation or
extension. Notwithstanding anything to the contrary contained in this Agreement,
the Company shall not make or permit any modification, waiver or amendment
of
any term of any Mortgage Loan that would cause any REMIC created under the
Trust
Agreement to fail to qualify as a REMIC or result in the imposition of any
tax
under Section 860F(a) or Section 860G(d) of the Code.
A-5
|
16.
|
Section
4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
|
the
words
“in trust for the Purchaser of Conventional Residential Conventional Residential
Mortgage Loans, and various Mortgagors” in the fourth and fifth lines of the
first sentence of the first paragraph shall be replaced by the following: “in
trust for LXS 2006-18N Trust Fund and various Mortgagors”.
|
17.
|
Section
4.05 (Permitted Withdrawals From Custodial Account) is hereby amended
by
replacing the words from the word “Purchaser” in the sixth line of clause
(ii) to the end of such clause (ii) with the
following:
|
the
Trust
Fund; provided however, that in the event that the Company 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 Company may reimburse itself for such amounts from the
Custodial Account, it being understood, in the case of any such reimbursement,
that the Company’s right thereto shall be prior to the rights of the Trust
Fund;
|
18.
|
Section
4.06 (Establishment of and Deposits to Escrow Account) shall be amended
by
deleting the words “Purchaser of Conventional Residential Mortgage Loans,
and various Mortgagors” in the fifth line of the first sentence of the
first paragraph, and replacing it with the
following:
|
“in
trust
for LXS 2006-18N Trust Fund and various Mortgagors.”
|
19.
|
Section
4.15 (Maintenance of LPMI Policy; Claims) is hereby amended by adding
the
following sentence to the end of paragraph
(a):
|
The
Servicer will notify the Master Servicer or Xxxxxx Brothers Holdings in the
event that the LPMI Policy is terminated.
|
20.
|
Section
4.16 (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 third paragraph
thereof with “three years”,
(ii) by
adding
two new paragraphs 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 Company 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 Company 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 Company has
received such an extension, then the Company 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 Company has not
received such an extension and the Company 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 Company has received such
an
extension, and the Company is unable to sell the REO Property within the period
ending three months before the close of the Extended Period, the Company 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 Company) 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 on behalf of the Trust Fund shall sign any document or
take
any other action reasonably requested by the Company which would enable the
Company, on behalf of the Trust Fund, to request such grant of
extension.
A-6
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
or
held by or on behalf of the Trust Fund in such a manner, pursuant to any terms
or for a period 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) result in the imposition of any tax upon any REMIC included in the Trust
Fund.
(iii) by
replacing the word “advances” in the sixth line of the fifth paragraph thereof
with “Monthly Advances” and
(iv) by
adding
the following to the end of such Section:
Prior
to
acceptance by the Company of an offer to sell any REO Property, the Company
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 Company 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 Company shall not proceed with such
sale.
|
21.
|
Section
5.01 (Remittances) is hereby amended by adding the following after
the
second paragraph of such Section:
|
All
remittances required to be made to the Trust Fund or the Master Servicer, as
the
Trust Fund’s designee, shall be made to the following wire account or to such
other account as may be specified by Trust Fund or 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: Aurora Loan Services, LXS 2006-18N
A-7
|
22.
|
Section
5.02 (Statements to Purchaser) is hereby amended in its entirety
to read
as follows:
|
Section
5.02 Statements
to Master Servicer.
(a) The
Company shall deliver or cause to be delivered to the Master Servicer on behalf
of the Trust Fund executed copies of the custodial and escrow account letter
agreements pursuant to Sections 4.04 and 4.06 within 30 days of the Closing
Date.
(b) Not
later
than the tenth calendar day of each month, the Company shall furnish to the
Master Servicer an electronic file providing loan level accounting data for
the
period ending on the last Business Day of the preceding month in the format
mutually
agreed to between the Company and the Master Servicer. The information required
by Exhibit E-1 and Exhibit E-2 is limited to that which is readily available
to
the Company and is mutually agreed to by the Company and Master
Servicer.
|
23.
|
Section
9.01 (Indemnification; Third Party Claims) is hereby amended in its
entirety to read as follows:
|
The
Company shall indemnify the Trust Fund (or the Trustee on behalf of the Trust
Fund) 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 Company to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement. The Company immediately shall
notify the Trust Fund, the Master Servicer and the Trustee 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) 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 Company shall follow any written
instructions received from the Trustee on behalf of the Trust Fund in connection
with such claim. The Trustee from the assets of the Trust Fund promptly shall
reimburse the Company for all amounts advanced by it pursuant to the preceding
sentence except when the claim is in any way related to the Company’s
indemnification pursuant to Section 6.02, or the failure of the Company to
service and administer the Mortgage Loans in strict compliance with the terms
of
this Agreement.
The
Trust
Fund shall indemnify the Company and hold it 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 the Company may sustain in any way related to the failure of the Trustee
or
the Master Servicer to perform its duties in compliance with the terms of this
Agreement or the obligations of the Purchaser under this Agreement.
In
the
event a dispute arises between an indemnified party and the Company with respect
to any of the rights and obligations of the parties pursuant to this Agreement
and such dispute is adjudicated in a court of law, by an arbitration panel
or
any other judicial process, then the losing party shall indemnify and reimburse
the winning party for all attorney’s fees and other costs and expenses related
to the adjudication of said dispute.
A-8
|
24.
|
Section
9.03 (Limitation on Liability of Company and Others) is hereby amended
in
its entirety to read as follows:
|
Neither
the Company nor any of the directors, officers, employees or agents of the
Company shall be under any liability to the Master Servicer, the NIMS Insurer,
the Trustee, the Trust Fund or the Certificateholders for any action taken
or
for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Company or any such person against any liability that
would otherwise be imposed for its disregard for, or failure to perform its
obligations and duties under this Agreement, or by reason of any breach of
the
terms and conditions of this Agreement. The Company and any director, officer,
employee or agent of the Company shall be entitled to indemnification by the
Trust Fund and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement, the
Trust Agreement, or the Certificates other than any loss, liability or expense
incurred by reason of its disregard for, or failure to perform its obligations
and duties hereunder. The Company and any director, officer, employee or agent
of the Company may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Company shall be under no obligation to appear in, prosecute
or
defend any legal action that is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and that in its opinion may
involve it in any expenses or liability; provided, however, that the Company
may
in its sole discretion undertake any such action that it may deem necessary
or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event,
the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and the Company
shall
be entitled to be reimbursed therefor out of the Custodial Account it maintains
as provided by Section 4.05.
|
25.
|
Section
10.01 (Events of Default) is hereby amended
by:
|
|
(a)
|
changing
any reference to “Purchaser” to “Master Servicer on behalf of the Trust
Fund”; and
|
|
(b)
|
amending
subclause (vii) as follows: “the Company 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 Company under this Agreement
and replaced the Company with a Xxxxxx Mae or Xxxxxxx Mac approved
servicer within 30 days of the absence of such approval;
or”.
|
|
26.
|
Section
10.02 (Waiver of Defaults) is hereby amended by changing the reference
to
“Purchaser” to “Master Servicer on behalf of the Trust
Fund”.
|
|
27.
|
Section
11.01 (Termination) is hereby amended by restating subclause (ii)
thereof
to read as below and adding the following sentence after the first
sentence of Section 11.01:
|
|
(ii)
|
mutual
consent of the Company and the Master Servicer in writing, provided
such
termination is also acceptable to the Trustee (on behalf of the Trust
Fund) and the Rating Agencies.
|
A-9
At
the
time of any termination of the Company pursuant to this Section 11.01, the
Company shall be entitled to all accrued and unpaid Servicing Fees and
unreimbursed Servicing Advances and Monthly Advances; provided, however, in
the
event of a termination for cause under Sections 10.01 hereof, such unreimbursed
amounts shall not be reimbursed to the Company until such amounts are received
by the Trust Fund from the related Mortgage Loans.
|
28.
|
Section
11.02 (Termination Without Cause) is hereby amended by replacing
all
references to “Purchaser” with “Xxxxxx Brothers
Holdings.”
|
|
29.
|
Section
12.01 (Successor to Company) is hereby amended in its entirety to
read as
follows:
|
Simultaneously
with the termination of the Company’s responsibilities and duties under this
Agreement pursuant to Sections 9.04, 10.01, 11.01(ii) or 11.02, the Master
Servicer shall, in accordance with the provisions of the Trust Agreement (i)
succeed to and assume all of the Company’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
Company under this Agreement with the termination of the Company’s
responsibilities, duties and liabilities under this Agreement. Any successor
to
the Company that is not at that time a servicer of other mortgage loans for
the
Trust Fund shall be subject to the approval of the Master Servicer, the
Purchaser, the Trustee and each Rating Agency (as such term is defined in the
Trust Agreement). Unless the successor servicer is at that time a servicer
of
other mortgage loans for the Trust Fund, each Rating Agency must deliver to
the
Trustee a letter to the effect that such transfer of servicing will not result
in a qualification, withdrawal or downgrade of the then-current rating of any
of
the Certificates. In connection with such appointment and assumption, the Master
Servicer or the Trust Fund, 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 Company under this Agreement. In the event
that the Company’s duties, responsibilities and liabilities under this Agreement
should be terminated pursuant to the aforementioned sections, the Company 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 Company pursuant to the aforementioned sections shall not become
effective until a successor shall be appointed pursuant to this Section 12.01
and shall in no event relieve the Company of the representations and warranties
made pursuant to Sections 3.01 and the remedies available to the Trust Fund
under Section 3.03 shall be applicable to the Company notwithstanding any such
resignation or termination of the Company, 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 Company 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 Company shall cooperate with the Trustee and
the
Master Servicer, as applicable, on behalf of the Trust Fund and such successor
in effecting the termination of the Company’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 Company to the Account or any Escrow Account or thereafter received with
respect to the Mortgage Loans.
A-10
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Company and the Master Servicer, and the Trustee, on behalf of the Trust
Fund, an instrument 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 Company under this
Agreement, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the
Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or termination of this Agreement
pursuant to Sections 9.04, 10.01, 11.01 or 11.02 shall not affect any claims
that (i) the Trust Fund (or the Master Servicer or the Trustee on behalf of
the
Trust Fund) may have against the Company arising out of the Company’s actions or
failure to act, or (ii) the Company may have against the Trust Fund (or the
Master Servicer or the Trustee on behalf of the Trust Fund), prior to any such
termination or resignation.
The
Company shall deliver, within three (3) Business Days of the appointment of
a
successor Servicer, the funds in the Custodial Account and Escrow Account and
all Collateral Files, Credit Files and related documents and statements held
by
it hereunder to the successor Servicer and the Company 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 Company.
Upon
a
successor’s acceptance of appointment as such, the Company shall notify the
Trust Fund (or the Trustee or the Master Servicer on behalf of the Trust Fund)
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 (as a result of a
termination of the Company for cause pursuant to Section 10.01), 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 Company hereunder, or of transferring the Servicing
Files and the other necessary data to the successor servicer shall be paid
by
the terminated Servicer from its own funds without reimbursement. The Trust
Fund
shall be liable for all costs and expenses incurred in connection with any
transfer of servicing hereunder, other than costs and expenses incurred in
connection with a transfer of servicing for cause as stated above.
|
30.
|
Section
12.02 (Amendment) is hereby amended and restated in its entirety
as
follows:
|
Section
12.02 (Amendment)
This
Agreement may be amended from time to time by written agreement signed by the
Company and Xxxxxx Brothers Holdings Inc., with the written consent of the
Master Servicer and the Trustee on behalf of the Trust Fund.
A-11
|
31.
|
Section
12.04 (Duration of Agreement) is hereby amended by deleting the last
sentence thereof.
|
|
32.
|
Section
12.10 (Assignment by Purchaser) is hereby deleted in its
entirety.
|
|
33.
|
A
new Section 12.12 (Intended Third Party Beneficiaries) is hereby
added to
read as follows:
|
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 Company shall have the same
obligations to the Master Servicer and the Trustee as if they were parties
to
this Agreement. The Master Servicer or Trustee, as applicable, on behalf of
the
Trust Fund, shall only be entitled to enforce the provisions of this Agreement
as such provisions relate to such party’s rights or obligations hereunder. The
Company 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. The parties to this Agreement
further agree that the Depositor shall have the right to enforce its rights
and
shall assume its obligations under the Amendment Reg AB as if the Depositor
were
a signatory to the Amendment Reg AB.
|
34.
|
Section
2(c)(iv) of each of the 2004 SWSA Amendment Reg AB and the 2006 SWSA
Amendment Reg AB is hereby amended to read as
follows:
|
The
Company shall provide to the Purchaser and any Depositor a description of any
affiliation or relationship required to be disclosed under Item 1119 of
Regulation AB between the Company and any of the parties listed in Items
1119(a)(1)-(6) of Regulation AB (which parties are listed on Exhibit G hereto)
that develops following the closing date of a Securitization Transaction (other
than an affiliation or relationship that the Purchaser, the Depositor or any
issuing entity has with any of such parties listed in Items 1119(a)(1)-(6)
of
Regulation AB) no later than 15 calendar days prior to the date the Depositor
is
required to file its Form 10-K disclosing such affiliation or relationship.
For
purposes of the foregoing, the Company (1) shall be informed in writing by
the
Depositor (or its designee) on or prior to March 1st of each calendar year
as to
the parties to the Securitization Transaction with whom affiliations or
relations must be disclosed; to the extent that the Company does not receive
such notification in any given calendar year, the Company shall be entitled
to
assume that the parties to the Securitization Transaction are the same as on
the
most recent previously delivered written notification (or on the closing date,
if no such written notification has been delivered), (2) shall not be obligated
to disclose any affiliations or relationships that may develop after the closing
date for the Securitization Transaction with any parties not identified to
the
Company pursuant to clause (D) of paragraph (i) of this Section 2(c), and (3)
shall be entitled to rely upon any written identification of parties provided
by
the Depositor, the Purchaser or any master servicer.
|
35.
|
The
last sentence of Section 2(e)(i)(a) of the 2004 SWSA Amendment Reg
AB is
hereby amended to read as follows:
|
A-12
Such
report shall be addressed to the Purchaser and such Depositor and signed by
an
authorized officer of the Company, and shall address each of the Servicing
Criteria specified on Exhibit B hereto;
|
36.
|
Exhibit
B of the 2004 SWSA Amendment Reg AB (Servicing Criteria to be Addressed
in
Assessment of Compliance) is hereby amended by inserting Exhibit
H in its
place.
|
X-00
XXXXXXX
X-0
0000
XXXX
See
Exhibit 99.3 of the Form 8-K filing.
X-0-0
XXXXXXX
X-0
0000
XXXX
See
Exhibit 99.4 of the Form 8-K filing.
B-2-1
Exhibit
C
Assignment
and Assumption Agreement
[Intentionally
Omitted]
C-1
EXHIBIT
D
SCHEDULE
OF SERVICED MORTGAGE LOANS
2004
SWSA
Mortgage Loans
and
2006
SWSA
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
|
|
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
|
E-1-1
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.
|
E-2-1
|
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
|
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.
|
E-2-2
|
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
|
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.
|
E-2-3
|
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
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.
|
|
Origination
date
|
DATE(MM/DD/YYYY)
|
|
|
Date
that the contractual obligations (i.e.: note and mortgage/deed
of trust)
of the mortgagor was executed.
|
E-2-4
|
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.
|
|
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.
|
E-2-5
|
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).
|
|
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.
|
E-2-6
|
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.
|
|
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.
|
E-2-7
|
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
[RESERVED]
F-1
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
Certificate
Insurer: N/A
Interest
Rate Swap Counterparty: N/A
Interest
Rate Cap Counterparty: Xxxxxx Brothers Special Financing Inc.
Servicers:
Countrywide Home Loans Servicing LP, IndyMac Bank, F.S.B., GMAC Mortgage, LLC
and Residential Funding Company, LLC
Originators:
Countrywide Home Loans, Inc., IndyMac Bank, F.S.B., Residential Funding Company,
LLC and SunTrust Mortgage, Inc.
Custodian(s):
Deutsche Bank National Trust Company, U.S. Bank National Association and Xxxxx
Fargo Bank, N.A.
Seller:
Xxxxxx Brothers Holdings Inc.
G-1
EXHIBIT
H
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the applicable criteria identified below as
“Applicable Servicing Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
|
General
Servicing Considerations
|
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
|
Cash
Collection and Administration
|
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
H-1
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
|
Investor
Remittances and Reporting
|
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
|
Pool
Asset Administration
|
|
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage loans
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
H-2
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
|
|
|
|
|
[NAME
OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By:
H-3
