EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of February, 2006, by and between XXXXXX BROTHERS HOLDINGS,
INC., a Delaware corporation ("LBH" or "Seller"), and XXXXX FARGO BANK, N.A., a
national banking association (the "Servicer"), and acknowledged by AURORA LOAN
SERVICES LLC, a Delaware corporation ("Aurora" or "Master Servicer") and U.S.
Bank National Association, a national banking association, solely in its
capacity as trustee under the Trust Agreement defined below (the "Trustee"),
recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB ("LBB") acquired certain
conventional, residential, fixed rate, first lien mortgage loans from the
Servicer, which mortgage loans were either originated or acquired by the
Servicer.
WHEREAS, the Seller has conveyed certain Mortgage Loans (the "Mortgage
Loans") to Structured Asset Securities Corporation, a Delaware special purpose
corporation ("SASCO"), which in turn has conveyed the Mortgage Loans to the
Trustee, pursuant to a trust agreement, dated as of February 1, 2006 (the "Trust
Agreement"), attached as Exhibit B-1 hereto, among the Trustee, the Master
Servicer, Xxxxx Fargo Bank, N.A., as securities administrator (the "Securities
Administrator") and SASCO, as depositor (the "Depositor");
WHEREAS, the Mortgage Loans are currently being serviced by the
Servicer pursuant to the Seller's Warranties and Servicing Agreement between
LBB, as purchaser, and the Servicer, as seller and as servicer, dated January 1,
2006 (the "SWSA") and annexed hereto as Exhibit C.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as
of February 1, 2006 (the "Assignment and Assumption Agreement") and annexed
hereto as Exhibit B-2, LBB has assigned all of its rights, title and interest in
the Mortgage Loans as well as all of its rights and obligations as purchaser
under the SWSA to LBH, and LBH has accepted such assignment.
WHEREAS, the Seller desires that the Servicer continue to service the
Mortgage Loans, and the Servicer has agreed to do so, pursuant to the SWSA,
subject to the rights of the Seller and the Master Servicer to terminate the
rights and obligations of the Servicer hereunder as set forth herein and to the
other conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the
SWSA shall apply to the Mortgage Loans, but only to the extent provided herein
and that this Agreement shall govern the Mortgage Loans for so long as such
Mortgage Loans remain subject to the provisions of the Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Mortgage Loans
on behalf of the Trustee, and shall have the right, under certain circumstances,
to terminate the rights and obligations of the Servicer under this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the SWSA
incorporated by reference herein (regardless if such terms are defined in the
SWSA), shall have the meanings ascribed to such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that Xxxxx Fargo Bank,
N.A. will act as custodian (the "Custodian") of the Serviced Mortgage Files for
the Trustee pursuant to the Custodial Agreement, dated as of February 1, 2006,
between the Custodian and the Trustee.
3. Servicing. The Servicer agrees, with respect to the Mortgage Loans,
to perform and observe the duties, responsibilities and obligations that are to
be performed and observed under the provisions of the SWSA, except as otherwise
provided herein and on Exhibit A hereto, and that the provisions of the SWSA, as
so modified, are and shall be a part of this Agreement to the same extent as if
set forth herein in full.
The Servicer additionally agrees that the Servicer will fully furnish,
in accordance with the Fair Credit Reporting Act of 1970, as amended (the "Fair
Credit Reporting Act") and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files to
Equifax, Experian, and Trans Union Credit Information Company (three of the
credit repositories) on a monthly basis.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation
of Section 4.05 and Section 5.01 of the SWSA, the remittance on March 20, 2006
to the Trust Fund is to include principal due after February 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), (d) and (e) of Section 5.01 of the SWSA.
5. Master Servicing; Termination of Servicer. The Servicer, including
any successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM
2006-2 Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as the Seller under the SWSA to enforce the
obligations of the Servicer under the SWSA and the term "Purchaser" as used in
the SWSA in connection with any rights of the Purchaser shall refer to the
Master Servicer, 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, as provided in Article X (Default) of the
SWSA. Notwithstanding anything herein to the contrary, in no event shall the
Master Servicer be required to assume any obligations of the Seller under the
SWSA; and, in connection with the performance of the Master Servicer's duties
hereunder, the parties and other signatories hereto agree that the Master
Servicer shall be entitled to all of the rights, protections and limitations of
liability afforded to the Master Servicer under the Trust Agreement.
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6. No Representations. Neither the Servicer nor the Master Servicer
shall be obligated or required to make any representations and warranties
regarding the characteristics of the Mortgage Loans (other than those
representations and warranties made by the Servicer in Section 3.01 of the SWSA,
which the Servicer hereby restates as of the Closing Date) in connection with
the transactions contemplated by the Trust Agreement and issuance of the
Certificates issued pursuant thereto.
7. Notices. All notices and communications between or among the parties
hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, Master Servicing,
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SARM 2006-2
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank, National Association
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services LLC,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: SARM 2006-2
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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
Corporate Trust Services
0 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Structured Finance/SARM 2006-2
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All written information required to be delivered to the Seller
hereunder shall be delivered to LBH at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Contract Finance - SARM 2006-2
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the SWSA.
8. Acknowledgement. The Servicer hereby acknowledges that the rights
and obligations of LBB under the SWSA will be assigned to the Seller on the
Closing Date pursuant to the Assignment and Assumption Agreement; that such
rights and obligations, as amended by this Agreement will, in turn, be
re-assigned by the Seller to SASCO under the Mortgage Loan Sale and Assignment
Agreement; and that such rights and obligations will simultaneously be
re-assigned by SASCO to the Trust Fund under the Trust Agreement. The Servicer
agrees that the Assignment and Assumption Agreement, the Mortgage Loan Sale and
Assignment Agreement and the Trust Agreement will each be a valid assignment and
assumption agreement or other assignment document required pursuant to Sections
2.02 and 12.10 of the SWSA and will constitute a valid assignment and assumption
of the rights and obligations of LBB under the SWSA to the Seller, by the Seller
to SASCO, and by SASCO to the Trust Fund, as applicable. In addition, the Trust
Fund will make a REMIC election. The Servicer hereby consents to each such
assignment and assumption and acknowledges the Trust Fund's REMIC election.
9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
instrument.
11. Reconstitution. The Seller and the Servicer agree that this
Agreement is a reconstituted agreement executed in connection with a
"Securitization Transasction," and that the date hereof is the "Reconstitution
Date," each as defined in the SWSA.
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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
XXXXX FARGO BANK, N.A.,
as Servicer
By:
-----------------------------------
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES LLC,
as Master Servicer
By:
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
as Trustee and not individually
By:
----------------------------------
Name:
Title:
EXHIBIT A
Modifications to the SWSA
1. Unless otherwise specified herein, any provisions of the SWSA,
including definitions, relating to (i) representations and warranties
relating to the Mortgage Loans and not relating to the servicing of the
Mortgage Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole
Loan Transfers, Securitization Transactions and Reconstitution, and
(iv) Assignments of Mortgage, shall be disregarded for purposes
relating to this Agreement. The exhibits to the SWSA and all references
to such exhibits shall also be disregarded.
2. The definition of "Accepted Servicing Practices" in Article I is hereby
amended to read as follows:
Accepted Servicing Practices: With respect to any Mortgage
Loan, those mortgage servicing practices (i) of prudent
mortgage lending institutions which service mortgage loans of
the same type as such Mortgage Loan in the jurisdiction where
the related Mortgaged Property is located and (ii) in
accordance with applicable state, local and federal laws,
rules and regulations.
3. The definition of "Custodial Agreement" in Article I is hereby amended
to read as follows:
Custodial Agreement: Each custodial agreement relating to
custody of certain of the Mortgage Loans, each between a
Custodian and the Trustee and each acknowledged by the Master
Servicer, the Seller, the Servicer and the Depositor, each
dated as of February 1, 2006.
4. The definition of "Custodian" in Article I is hereby amended to read as
follows:
Custodian: means Xxxxx Fargo Bank, N.A. and any of its
successors and assigns.
5. The definition of "Determination Date" in Article I is hereby amended
to read as follows:
Determination Date: With respect to each Remittance Date, the
15th day of the month in which such Remittance Date occurs,
or, if such 15th day is not a Business Day, the next
succeeding Business Day.
6. A new definition of "Document Transfer Event" is hereby added to
Article I immediately following the definition of "Determination Date"
to read as follows:
Document Transfer Event: The day on which (i) Xxxxx Fargo
Bank, N.A. or any successor thereto is no longer the servicer
of any of the Mortgage Loans, (ii) the senior, unsecured
long-term debt rating of Xxxxx Fargo & Company is less than
"BBB-" by Fitch or (iii) any Rating Agency requires the
Servicer to deliver the Retained Mortgage Files to the
Custodian.
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7. The definition of "First Remittance Date" in Article I is hereby
deleted in its entirety.
8. New definition of "MERS Eligible Mortgage Loan" is hereby added to
Article I immediately following the definition of "MERS" to read as
follows:
MERS Eligible Mortgage Loan: Any Mortgage Loan that has been
designated by the Servicer as recordable in the name of MERS,
as nominee.
9. The definition of "Mortgage Interest Rate" in Article I is hereby
amended by adding the phrase "net of any Relief Act Reduction" to the
end of such definition.
10. New definitions of "Non-MERS Eligible Mortgage Loan" and "Non-MERS
Mortgage Loans" are hereby added to Article I immediately following the
definition of "Non-Assigned Letter of Credit" to read as follows:
Non-MERS Eligible Mortgage Loan: Any Mortgage Loan other than
a MERS Eligible Mortgage Loan.
Non-MERS Mortgage Loan: Any Mortgage Loan other than a MERS
Mortgage Loan.
11. New definitions of "Prepayment Charge," "Prepayment Charge Schedule"
and "Prepayment Interest Shortfall Amount" are added to Article I to
immediately precede the definition of "Prime Rate" and to read as
follows:
Prepayment Charge: means with respect to any Mortgage Loan and
Distribution Date, the charges or premiums, if any, exclusive
of any servicing charges collected by the Servicer in
connection with a Mortgage Loan payoff, due in connection with
a full prepayment of such Mortgage Loan during the Principal
Prepayment Period in accordance with the terms thereof (other
than any Servicer Prepayment Charge Payment Amount).
Prepayment Charge Schedule: means a data field in the Schedule
of Mortgage Loans attached as Schedule I hereto which
indicates the amount and method of calculation of the
Prepayment Charge and the period during which such Prepayment
Charge is imposed with respect to a Mortgage Loan.
Prepayment Interest Shortfall Amount: means, with respect to
any Mortgage Loan that was subject to a Principal Prepayment
in full or in part during any Due Period, which Principal
Prepayment was applied to such Mortgage Loan prior to such
Mortgage Loan's Due Date in such Due Period, the amount of
interest (net of the related Servicing Fee for Principal
Prepayments in full only) that would have accrued on the
amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment
was applied to such Mortgage Loan and ending on the day
immediately preceding such Due Date, inclusive.
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12. The definition of "Qualified Depository" is hereby amended to read as
follows:
Qualified Depository: Any of (i) a federal or state-chartered
depository institution the accounts of which are insured by
the FDIC and whose commercial paper, short-term debt
obligations or other short-term deposits are rated at least
"A-1+" by Standard & Poor's if the deposits are to be held in
the account for less than 30 days, or whose long-term
unsecured debt obligations are rated at least "AA-" by
Standard & Poor's if the deposits are to be held in the
account for more than 30 days, but no more than 365 days, or
(ii) the corporate trust department of a federal or
state-chartered depository institution subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of
the Code of Federal Regulations Section 9.10(b), which, in
either case, has corporate trust powers, acting in its
fiduciary capacity.
13. A new definition of "Realized Loss" is added to Article I immediately
following the definition of "Rating Agencies" to read as follows:
Realized Loss: With respect to each Liquidated Mortgage Loan
(as defined in the Trust Agreement), an amount equal to (i)
the unpaid principal balance of such Mortgage Loan as of the
date of liquidation, minus (ii) Liquidation Proceeds received,
to the extent allocable to principal, net of amounts that are
reimbursable therefrom to the Master Servicer or the Servicer
with respect to such Mortgage Loan (other than Monthly
Advances of principal) including expenses of liquidation.
14. A new definition of "Relief Act Reduction" is hereby added to Article I
immediately following the definition of "Regulation AB" to read as
follows:
Relief Act Reduction: With respect to any Mortgage Loan as to
which there has been a reduction in the amount of the interest
collectible thereon as a result of the application of the
Servicemembers Civil Relief Act, any amount by which interest
collectible on such Mortgage Loan for the Due Date in the
related Due Period is less than the interest accrued thereon
for the applicable one-month period at the Mortgage Interest
Rate without giving effect to such reduction.
15. A new definition of "Servicer Prepayment Charge Payment Amount" is
added to Article I immediately after the definition of "Servicer" to
read as follows:
Servicer Prepayment Charge Payment Amount: Any amount paid by
the Servicer as a result of an impermissible waiver of a
Prepayment Charge pursuant to Section 4.01 of this Agreement.
16. Section 2.01 (Conveyance of Mortgage Loans; Possession of Custodial
Mortgage Files; Maintenance of Retained Mortgage File and Servicing
Files) is hereby amended as follows:
(i) by deleting the first paragraph thereof and replacing the word
"Purchaser" with the words "Trustee and the Trust Fund" in
each instance; and
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(ii) by adding the following after the word "Purchaser" in the
fifteenth line of the second paragraph:
or within 60 days of the occurrence of a Document Transfer
Event
17. Section 2.02 (Books and Records; Transfers of Mortgage Loans) is hereby
amended as follows:
(i) by replacing the reference to "Purchaser" in the first
paragraph and the second sentence of the second paragraph of
such section with "Trustee and the Trust Fund;" and
(ii) by adding the following paragraph as the last paragraph of
such section:
Only if so requested by the Seller or the Master Servicer, the
Servicer, at the Depositor's expense, shall cause to be
properly prepared and recorded as Assignment of Mortgage in
favor of the Trustee with respect to each Non-MERS Mortgage
Loan in each public recording office where such Non-MERS
Mortgage Loans are recorded, as soon as practicable after the
Closing Date (but in no event more than 90 days thereafter to
the extent delays are caused by the applicable recording
office).
18. The parties acknowledge that the fourth paragraph of Section 2.02 shall
be inapplicable to this Agreement.
19. The parties acknowledge that Section 2.03 (Custodial Agreement;
Delivery of Documents) shall be superceded by the provisions of the
Custodial Agreement.
20. The first paragraph of Section 3.01 (Company Representations and
Warranties) is hereby amended by replacing the words "to the Purchaser"
with "to the Trust Fund, the Master Servicer, the Depositor and the
Trustee."
21. 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."
22. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second and third sentences thereof.
23. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans."
24. Section 3.01 (i) (Selection Process), Section 3.01(k) (Sale Treatment),
Section 3.01(m) (No Brokers' Fees) and Section 3.01(n) (Fair
Consideration) shall be inapplicable to this Agreement.
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25. A new paragraph is hereby added at the end of Section 3.01 (Company
Representations and Warranties) to read as follows:
It is understood and agreed that the representations
and warranties set forth in Section 3.01 (a) through (h), (j)
and (l) 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 Depositor, the Trustee, the Trust
Fund and the Master Servicer. Upon discovery by either the
Servicer, the Depositor, 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 Depositor, 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 Section 3.01 which materially and
adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Loans, the
Mortgaged Property or the priority of the security interest on
such Mortgaged Property, the Servicer shall use its best
efforts promptly to cure such breach in all material respects
and, if such breach cannot be cured, the Servicer shall, at
the Trustee's or Master Servicer's option, assign the
Servicer's rights and obligations under this Agreement (or
respecting the affected Loans) to a successor Servicer
selected by the Master Servicer with the prior consent and
approval of the Trustee (if and to the extent required under
the Trust Agreement). Such assignment shall be made in
accordance with Section 12.01.
In addition, the Servicer shall indemnify (from its
own funds) the Depositor, the Trustee, the Trust Fund and
Master Servicer and hold each of them harmless against any
costs resulting from any claim, demand, defense or assertion
based on or grounded upon, or resulting from, a breach of the
Servicer's representations and warranties contained in this
Agreement. It is understood and agreed that the remedies set
forth in this Section 3.01 constitute the sole remedies of the
Depositor, the Master Servicer, the Trust Fund and the Trustee
respecting a breach of the foregoing representations and
warranties.
Any cause of action against the Servicer relating to
or arising out of the breach of any representations and
warranties made in Section 3.01 shall accrue upon (i)
discovery of such breach by the Servicer or notice thereof by
the Trustee or Master Servicer to the Servicer, (ii) failure
by the Servicer to cure such breach within the applicable cure
period, and (iii) demand upon the Servicer by the Depositor,
the Trustee or the Master Servicer for compliance with this
Agreement.
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26. Section 4.01 (Company to Act as Servicer) is hereby amended by
replacing the second paragraph of such section with the following:
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 Purchaser, provided, however, that unless the
Mortgagor is in default with respect to the Mortgage Loan or
such default is, in the judgment of the 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. The Servicer shall be entitled to
reimbursement for such advances to the same extent as for all
other advances made pursuant to Section 5.03. Without limiting
the generality of the foregoing, the Servicer shall continue,
and is hereby authorized and empowered, to execute and deliver
on behalf of itself and the Purchaser, all instruments of
satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect
to the Mortgage Loans and with respect to the Mortgaged
Properties; provided, further, that upon the full release or
discharge, the Servicer shall notify the related Custodian of
the related Mortgage Loan of such full release or discharge.
If reasonably required by the Servicer, the Purchaser shall
furnish the Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Servicer to
carry out its servicing and administrative duties under this
Agreement. 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.
27. Section 4.04 (Establishment of and Deposits to Custodial Account) is
hereby amended as follows:
(i) the words "in trust for the Purchaser and/or
subsequent purchasers of Mortgage Loans - P&I" in the
fourth and fifth lines of the first sentence of the
first paragraph shall be replaced by the following:
"in trust for SARM 2006-2 Trust Fund and various
Mortgagors".
(ii) by amending clause (viii) to read as follows:
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(viii) the amount of any Prepayment Interest Shortfall Amount paid
out of the Servicer's own funds without any right to
reimbursement therefor;
28. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended as follows:
(i) by replacing the last five lines of clause (ii) with
the following:
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; and
(ii) by amending clause (v) thereof by adding the words
"Section 4.01 and" before the reference to Section
8.01.
29. Section 4.06 (Establishment of and Deposits to Escrow Account) is
hereby amended by deleting the words "Purchaser and/or subsequent
purchasers of Mortgage Loans, and various Mortgagors - T&I" in the
fourth and fifth lines of the first sentence of the first paragraph,
and replacing it with the following:
in trust for the SARM 2006-2 Trust Fund and various
Mortgagors.
30. Section 4.07 (Permitted Withdrawals from Escrow Account) is hereby
amended by removing the word "and" at the end of clause (vii),
replacing the period at the end of clause (ix) with "; and" and adding
a new clause (x) to read as follows:
(x) to transfer funds to another Eligible Institution in
accordance with Section 4.09 hereof.
31. Section 4.09 (Protection of Accounts) is hereby amended as follows:
(i) by replacing the words "the Purchaser" with "the
Master Servicer" in each instance; and
(ii) by adding the following sentence as the last sentence
of such section:
The Company shall give notice to the Master Servicer
of any transfer of the Custodial Account, the Subsidy Account
or the Escrow Account to a different Qualified Depository no
later than 30 days after any such transfer is made and deliver
to the Master Servicer, upon request, a certification notice
in the form of Exhibit F or Exhibit G, as applicable, with
respect to such Qualified Depository.
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32. Section 4.16 (Title, Management and Disposition of REO Property) is
hereby amended by (i) replacing the reference to "one year" in the
seventh line of the second paragraph thereof with "three years", (ii)
adding two new paragraphs after the second paragraph thereof to read as
follows:
In the event that the Trust Fund acquires any REO
Property in connection with a default or imminent default on a
Mortgage Loan, the Servicer shall dispose of such REO Property
not later than the end of the third taxable year after the
year of its acquisition by the Trust Fund unless the Servicer
has applied for and received a grant of extension from the
Internal Revenue Service ( and provided a copy of the same to
the Master Servicer and the Trustee) to the effect that, under
the REMIC Provisions and any relevant proposed legislation and
under applicable state law, the applicable Trust REMIC may
hold REO Property for a longer period without adversely
affecting the REMIC status of such REMIC or causing the
imposition of a federal or state tax upon such REMIC. If the
Servicer has received such an extension, then the Servicer
shall continue to attempt to sell the REO Property for its
fair market value for such period longer than three years as
such extension permits (the "Extended Period"). If the
Servicer has not received such an extension and the Servicer
is unable to sell the REO Property within the period ending 3
months before the end of such third taxable year after its
acquisition by the Trust Fund or if the Servicer has received
such an extension, and the Servicer is unable to sell the REO
Property within the period ending three months before the
close of the Extended Period, the Servicer shall, before the
end of the three year period or the Extended Period, as
applicable, (i) purchase such REO Property at a price equal to
the REO Property's fair market value or (ii) auction the REO
Property to the highest bidder (which may be the Servicer) in
an auction reasonably designed to produce a fair price prior
to the expiration of the three-year period or the Extended
Period, as the case may be. The Trustee shall sign any
document or take any other action reasonably requested by the
Servicer which would enable the Servicer, on behalf of the
Trust Fund, to request such grant of extension.
Notwithstanding any other provisions of this
Agreement, no REO Property acquired by the Trust Fund shall be
rented (or allowed to continue to be rented) or otherwise used
by or on behalf of the Trust Fund in such a manner or pursuant
to any terms that would: (i) cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code; or (ii) subject any Trust
REMIC to the imposition of any federal income taxes on the
income earned from such REO Property, including any taxes
imposed by reason of Sections 860F or 860G(c) of the Code,
unless the Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such
taxes.
A-8
(iii) deleting the first sentence of the third paragraph
thereto;
(iv) replacing the word "sentence" with "paragraph", in
the seventh line of the third paragraph thereto;
(v) replacing the word "advances" in the sixth line of
the fifth paragraph thereof with "Monthly Advances,"
and
(vi) by adding the following to the end of such Section:
Prior to acceptance by the Servicer of an offer to sell any
REO Property, the Servicer shall notify the Master Servicer of
such offer in writing which notification shall set forth all
material terms of said offer (each a "Notice of Sale"). The
Master Servicer shall be deemed to have approved the sale of
any REO Property unless the Master Servicer notifies the
Servicer in writing, within five (5) days after its receipt of
the related Notice of Sale, that it disapproves of the related
sale, in which case the Servicer shall not proceed with such
sale.
33. Section 5.01 (Remittances) is hereby amended as follows:
(i) by adding the following after the second paragraph of
such Section:
All remittances required to be made to the Master
Servicer shall be made to the following wire account or to
such other account as may be specified by the Master Servicer
from time to time:
JPMorgan Chase Bank
New York, New York
ABA #: 000-000-000
Account Name: Aurora Loan Services LLC
Master Servicing Payment
Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: XXXX 0000-0
(xx) by replacing the words "second Business Day" in the
first and second sentences of the second paragraph of
such section with "first Business Day."
34. Section 5.02 (Statements to Purchaser) is hereby amended to read as
follows:
Section 5.02 Statements to Master Servicer.
Not later than the tenth calendar day of each month
(or if such calendar day is not a Business Day, the
immediately preceding Business Day), the Servicer shall
furnish to the Master Servicer (i) a monthly remittance advice
in the format set forth in Exhibit D-1 hereto and a monthly
defaulted loan report in the format set forth in Exhibit D-2
hereto (or in such other format mutually agreed to between the
Servicer and the Master Servicer) relating to the period
ending on the last day of the preceding calendar month and
(ii) all such information required pursuant to clause (i)
above on a magnetic tape or other similar media reasonably
acceptable to the Master Servicer; provided, however, the
information required by Exhibit D-2 is limited to that which
is readily available to the Servicer and is mutually agreed to
by the Servicer and Master Servicer.
A-9
35. Section 6.04 (Annual Statement as to Compliance) is hereby amended as
follows:
(a) replacing the words "the Purchaser and any Depositor"
with "the Master Servicer and the Depositor" in each
instance; and
(b) replacing the words "the Purchaser and such
Depositor" with "the Master Servicer and such
Depositor" in each instance."
36. Section 6.05 (Annual Independent Public Accountants' Servicing Report)
is hereby deleted in its entirety.
37. Section 6.06 (Report on Assessment of Compliance and Attestation) is
hereby amended as follows:
(a) by replacing the words "the Purchaser and any
Depositor" with "the Depositor and the Master
Servicer" in each instance;
(b) by replacing the words "the Purchaser and such
Depositor" with "the Depositor and such Master
Servicer" in each instance;
(c) by replacing the words "delivered to the Purchaser"
with "delivered to the Depositor and the Master
Servicer"; and
(d) by replacing the words "deliver to the Purchaser, any
Depositor" with "deliver to the Depositor and the
Master Servicer."
38. Section 8.01 (Indemnification; Third Party Claims) is hereby amended to
read as follows:
The Servicer shall indemnify Xxxxxx Brothers Bank,
FSB, the Depositor, 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 strict compliance with the terms of this Agreement
(including, but not limited to its obligations to provide any
information, report, certification, accountants' letter or
other material pursuant to Sections 6.04 and 6.06 hereunder)
or for any inaccurate or misleading information provided
pursuant to Sections 6.04 and 6.06 hereunder. The Servicer
immediately shall notify Xxxxxx Brothers Bank, FSB, 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 Master
Servicer or the Trustee in connection with such claim. The
Servicer shall provide the Trustee (with a copy to the Master
Servicer) with a written report of all expenses and advances
incurred by the Servicer pursuant to this Section 8.01, and
the Trustee (after consultation with the Master Servicer) from
the assets of the Trust Fund promptly shall reimburse the
Servicer for all amounts advanced by it pursuant to the
preceding sentence except when the claim is in any way relates
to the failure of the Servicer to service and administer the
Mortgage Loans in strict compliance with the terms of this
Agreement or the gross negligence, bad faith or willful
misconduct of this Servicer.
A-10
39. Subsection (c) of Section 9.01 (Removal of Mortgage Loans from
Inclusion Under this Agreement Upon the Securitization Transaction)
shall be inapplicable to this Agreement.
40. Section 9.01 (Removal of Mortgage Loans from Inclusion Under this
Agreement Upon the Securitization Transaction) is hereby amended by:
(a) subsection (e) is hereby amended by (1) changing the
reference to "the Purchaser, each affiliate of the
Purchaser" to "the Trust Fund, the Master Servicer,
the Depositor and the Trustee," (2) deleting the
reference to "or the Depositor," and (3) deleting the
reference to "and the Depositor"; and
(b) changing any reference to "Purchaser" to "Master
Servicer" in each instance in subsections (d) and (e)
and the last four paragraphs of Section 9.01.
41. Section 10.01 (Events of Default) is hereby amended by:
(a) clause (viii) is hereby amended by deleting the "."
and adding "; or ";
(b) changing any reference to "Purchaser" to "Master
Servicer";
(c) changing the reference to "five (5) days" to "two (2)
Business Days" in clause (i); and
(d) adding the words "within the applicable cure period"
after the word "remedied" in the first line of the
second paragraph.
42. Section 10.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer with the prior written
consent of the Trustee".
43. 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:
A-11
(ii) mutual consent of the Servicer and the Master
Servicer in writing, provided such termination is
also acceptable to the Trustee and the Rating
Agencies.
At the time of any termination of the Servicer pursuant to
Section 11.01, the Servicer shall be entitled to all accrued and unpaid
Servicing Fees and unreimbursed Servicing Advances and Monthly
Advances; provided, however, in the event of a termination for cause
under Sections 10.01 hereof, such unreimbursed amounts shall not be
reimbursed to the Servicer until such amounts are received by the Trust
Fund from the related Mortgage Loans.
44. Section 11.02 (Termination Without Cause) is hereby amended by
replacing the first reference to "Purchaser" with "Xxxxxx Brothers
Bank, FSB (with the prior consent of the Trustee)" and by replacing all
other references to "Purchaser" with "Xxxxxx Brothers Bank, FSB."
45. Section 12.01 (Successor to Company) is hereby amended to read as
follows:
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Sections 8.04, 10.01, 11.01(ii) or 11.02, the Master Servicer
shall, in accordance with the provisions of the Trust
Agreement (i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this
Agreement, or (ii) appoint a successor meeting the eligibility
requirements of this Agreement, and which shall succeed to all
rights and assume all of the responsibilities, duties and
liabilities of the Servicer under this Agreement with the
termination of the Servicer's responsibilities, duties and
liabilities under this Agreement. Any successor to the
Servicer that is not at that time a Servicer of other mortgage
loans for the Trust Fund shall be subject to the approval of
the Master Servicer, Xxxxxx Brothers Bank, FSB, 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 Bank, FSB, as applicable, may make such arrangements
for the compensation of such successor out of payments on the
Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that
permitted the Servicer under this Agreement. In the event that
the Servicer's duties, responsibilities and liabilities under
this Agreement should be terminated pursuant to the
aforementioned sections, the Servicer shall discharge such
duties and responsibilities during the period from the date it
acquires knowledge of such termination until the effective
date thereof with the same degree of diligence and prudence
which it is obligated to exercise under this Agreement, and
shall take no action whatsoever that might impair or prejudice
the rights or financial condition of its successor. The
resignation or removal of the Servicer pursuant to the
aforementioned sections shall not become effective until a
successor shall be appointed pursuant to this Section 12.01
and shall in no event relieve the Servicer of the
representations and warranties made pursuant to Sections 3.01
and 3.02 and the remedies available to the Trust Fund under
Section 3.03 shall be applicable to the Servicer
notwithstanding any such resignation or termination of the
Servicer, or the termination of this Agreement.
A-12
Within a reasonable period of time, but in no event
longer than 30 days of the appointment of a successor entity,
the Servicer shall prepare, execute and deliver to the
successor entity any and all documents and other instruments,
place in such successor's possession all Servicing Files, and
do or cause to be done all other acts or things necessary or
appropriate to effect the purposes of such notice of
termination. The Servicer shall cooperate with the Trustee and
the Master Servicer, as applicable, and such successor in
effecting the termination of the Servicer's responsibilities
and rights hereunder and the transfer of servicing
responsibilities to the successor Servicer, including without
limitation, the transfer to such successor for administration
by it of all cash amounts which shall at the time be credited
by the Servicer to the Account or any Escrow Account or
thereafter received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall
execute, acknowledge and deliver to the Trustee, the Servicer
and the Master Servicer an instrument (i) accepting such
appointment, wherein the successor shall make an assumption of
the due and punctual performance and observance of each
covenant and condition to be performed and observed by the
Servicer under this Agreement, whereupon such successor shall
become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer,
with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Servicer or
termination of this Agreement pursuant to Sections 8.04,
10.01, 11.01 or 11.02 shall not affect any claims that the
Master Servicer or the Trustee may have against the Servicer
arising out of the Servicer's actions or failure to act prior
to any such termination or resignation.
The Servicer shall deliver, within three (3) Business
Days of the appointment of a successor Servicer, the funds in
the 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 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.
A-13
46. Section 12.02 (Amendment) is hereby amended by replacing the words "by
written agreement signed by the Company and the Purchaser" with "by
written agreement signed by the Servicer and Xxxxxx Brothers Bank, FSB,
with the written consent of the Master Servicer and the Trustee".
47. Section 12.04 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
48. Section 12.10 (Assignment by Purchaser) is hereby deleted in its
entirety.
49. Section 12.11 (Solicitation of Mortgagor) is hereby amended by
replacing the words "the Purchaser" with "Xxxxxx Brothers Bank, FSB" in
each instance.
50. A new Section 12.12 (Intended Third Party Beneficiaries) is hereby
added to the SWSA to read as follows:
Section 12.12 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 Trust Fund, Master Servicer, the Depositor and the
Trustee receive the benefit of the provisions of this
Agreement as intended third party beneficiaries of this
Agreement to the extent of such provisions. The Servicer shall
have the same obligations to the Trust Fund, the Master
Servicer, the Depositor and the Trustee as if they were
parties to this Agreement, and the Trust Fund, the Master
Servicer, the Depositor and the Trustee shall have the same
rights and remedies to enforce the provisions of this
Agreement as if they were parties to this Agreement. The
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 Trust Fund, the Master Servicer, the Depositor and the
Trustee hereunder (other than the right to indemnification)
shall terminate upon termination of the Trust Agreement and of
the Trust Fund pursuant to the Trust Agreement.
51. Exhibit L (Transaction Parties) is hereby added to the SWSA.
52. Exhibit H to the SWSA is hereby replaced by Exhibit M attached hereto.
X-00
XXXXXXX X-0
Trust Agreement
(See Exhibit 4.1)
B-1
EXHIBIT B-2
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
B-2
EXHIBIT C
(SWSA)
Seller's Warranties and Servicing Agreement
(WFHM Mortgage Loan Series 2006-W03)
(See Exhibit 99.6)
C-1
Exhibit D-1
MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
Article I. INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANDE 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
D-1-1
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
X-0-0
XXXXXXX X-0
XXXXXXXX XXXXXX FOR MONTHLY DEFAULTED LOAN REPORT
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
% of MI coverage NUMBER(6,5) The percent of coverage provided by the PMI
company in the event of loss on a defaulted
loan.
------------------------------------------------------------------------------------------------------------------------------------
Actual MI claim DATE(MM/DD/YYYY) Actual date that the claim was submitted to
filed date the PMI company.
------------------------------------------------------------------------------------------------------------------------------------
Actual bankruptcy DATE(MM/DD/YYYY) Actual date that the bankruptcy petition is
start date filed with the court.
------------------------------------------------------------------------------------------------------------------------------------
Actual MI claim NUMBER(15,2) The amount of the claim that was filed by
amount filed the servicer with the PMI company.
------------------------------------------------------------------------------------------------------------------------------------
Actual discharge DATE(MM/DD/YYYY) Actual date that the Discharge Order is
date 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 DATE(MM/DD/YYYY) Actual date that the eviction proceedings
complete date are completed by local counsel.
------------------------------------------------------------------------------------------------------------------------------------
Actual eviction DATE(MM/DD/YYYY) Actual date that the eviction proceedings
start date are commenced by local counsel.
------------------------------------------------------------------------------------------------------------------------------------
Actual first DATE(MM/DD/YYYY) Actual date that foreclosure counsel filed
legal date the first legal action as defined by state
statute.
------------------------------------------------------------------------------------------------------------------------------------
Actual redemption DATE(MM/DD/YYYY) Actual date that the foreclosure redemption
end date period expires.
------------------------------------------------------------------------------------------------------------------------------------
Bankruptcy VARCHAR2(2) 7=Chapter 7 filed 11=Chapter 11 filed Chapter of bankruptcy filed.
chapter 12=Chapter 12 filed 13=Chapter 13 filed
------------------------------------------------------------------------------------------------------------------------------------
D-2-1
------------------------------------------------------------------------------------------------------------------------------------
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 VARCHAR2(15) The court assigned case number of the
Number bankruptcy filed by a party with interest in
the property.
------------------------------------------------------------------------------------------------------------------------------------
MI claim amount NUMBER(15,2) The amount paid to the servicer by the PMI
paid company as a result of submitting an MI
claim.
------------------------------------------------------------------------------------------------------------------------------------
MI claim funds DATE(MM/DD/YYYY) Actual date that funds were received from
received date the PMI company as a result of transmitting
an MI claim.
------------------------------------------------------------------------------------------------------------------------------------
Current loan NUMBER(10,2) Current unpaid principal balance of the loan
amount as of the date of reporting to Aurora Master
Servicing.
------------------------------------------------------------------------------------------------------------------------------------
Date FC sale DATE(MM/DD/YYYY) Date that the foreclosure sale is scheduled
scheduled to be held.
------------------------------------------------------------------------------------------------------------------------------------
Date relief/ DATE(MM/DD/YYYY) Actual date that the dismissal or relief
dismissal granted from stay order is entered by the bankruptcy
court.
------------------------------------------------------------------------------------------------------------------------------------
Date REO offer DATE(MM/DD/YYYY) Actual date of acceptance of an REO offer.
accepted
------------------------------------------------------------------------------------------------------------------------------------
Date REO offer DATE(MM/DD/YYYY) Actual date of receipt of an REO offer.
received
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value NUMBER(10,2) Value obtained typically from a BPO prior to
foreclosure referral not related to loss
mitigation activity.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value VARCHAR2(15) BPO=Broker's Price Opinion Appraisal=Appraisal Name of vendor or management company that
source provided the delinquency valuation amount.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value DATE(MM/DD/YYYY) Date that the delinquency valuation amount
date was completed by vendor or property
management company.
------------------------------------------------------------------------------------------------------------------------------------
D-2-2
------------------------------------------------------------------------------------------------------------------------------------
Delinquency flag VARCHAR2(2) Y=90+ delinq. Not in FC, Bky or Loss mit Servicer defined indicator that identifies
N=Less than 90 days delinquent that the loan is delinquent but is not
involved in loss mitigation, foreclosure,
bankruptcy or REO.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure flag VARCHAR2(2) Y=Active foreclosure N=No active foreclosure Servicer defined indicator that identifies
that the loan is involved in foreclosure
proceedings.
------------------------------------------------------------------------------------------------------------------------------------
Corporate expense NUMBER(10,2) Total of all cumulative expenses advanced by
balance 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 DATE(MM/DD/YYYY) Actual date that the loan was referred to
attorney referral local counsel to begin foreclosure
date proceedings.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure NUMBER(15,2) Value obtained during the foreclosure
valuation amount process. Usually as a result of a BPO and
typically used to calculate the bid.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure DATE(MM/DD/YYYY) Date that foreclosure valuation amount was
valuation date completed by vendor or property management
company.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure VARCHAR2(80) BPO=Broker's Price Opinion Appraisal=Appraisal Name of vendor or management company that
valuation source provided the foreclosure valuation amount.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011A DATE(MM/DD/YYYY) Actual date that the FHA 27011A claim was
transmitted date submitted to HUD.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011B DATE(MM/DD/YYYY) Actual date that the FHA 27011B claim was
transmitted date submitted to HUD.
------------------------------------------------------------------------------------------------------------------------------------
VA LGC/FHA Case VARCHAR2(15) Number that is assigned individually to the
number 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).
------------------------------------------------------------------------------------------------------------------------------------
D-2-3
------------------------------------------------------------------------------------------------------------------------------------
FHA Part A funds DATE(MM/DD/YYYY) Actual date that funds were received from
received date HUD as a result of transmitting the 27011A
claim.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure DATE(MM/DD/YYYY) Actual date that the foreclosure sale was
actual sale date held.
------------------------------------------------------------------------------------------------------------------------------------
Servicer loan VARCHAR2(15) Individual number that uniquely identifies
number loan as defined by servicer.
------------------------------------------------------------------------------------------------------------------------------------
Loan type VARCHAR2(2) 1=FHA Residential 2=VA Residential Type of loan being serviced generally
3=Conventional w/o PMI 4=Commercial defined by the existence of certain types of
5=FHA Project 6=Conventional w/PMI insurance. (ie: FHA, VA, conventional
7=HUD 235/265 8=Daily Simple Interest Loan insured, conventional uninsured, SBA, etc.)
9=Farm Loan U=Unknown
S=Sub prime
------------------------------------------------------------------------------------------------------------------------------------
Loss mit approval DATE(MM/DD/YYYY) The date determined that the servicer and
date 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(MM/DD/YYYY) The date that the mortgagor is denied loss
date mitigation alternatives or the date that the
loss mitigation alternative is completed
resulting in a current or liquidated loan.
------------------------------------------------------------------------------------------------------------------------------------
D-2-4
------------------------------------------------------------------------------------------------------------------------------------
Loss mit type VARCHAR2(2) L=Loss Mitigation LT=Litigation pending The defined loss mitigation alternative
NP=Pending non-performing sale CH=Charge off identified on the loss mit approval date.
DI=Deed in lieu FB=Forbearance plan
MO=Modification PC=Partial claim
SH=Short sale VA=VA refunding
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value NUMBER(10,2) Value obtained typically from a BPO prior to
foreclosure sale intended to aid in the
completion of loss mitigation activity.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value DATE(MM/DD/YYYY) Name of vendor or management company that
date provided the loss mitigation valuation
amount.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value VARCHAR2(15) BPO=Broker's Price Opinion Appraisal=Appraisal Date that the loss mitigation valuation
source amount was completed by vendor or property
management company.
------------------------------------------------------------------------------------------------------------------------------------
MI certificate VARCHAR2(15) A number that is assigned individually to
number the loan by the PMI company at the time of
origination. Similar to the VA LGC/FHA Case
Number in purpose.
------------------------------------------------------------------------------------------------------------------------------------
LPMI Cost NUMBER(7,7) The current premium paid to the PMI company
for Lender Paid Mortgage Insurance.
------------------------------------------------------------------------------------------------------------------------------------
Occupancy status VARCHAR2(1) O=Owner occupied T=Tenant occupied The most recent status of the property
U=Unknown V=Vacant regarding who if anyone is occupying the
property. Typically a result of a routine
property inspection.
------------------------------------------------------------------------------------------------------------------------------------
First Vacancy DATE(MM/DD/YYYY) The date that the most recent occupancy
date/Occupancy status was determined. Typically the date
status date of the most recent property inspection.
------------------------------------------------------------------------------------------------------------------------------------
D-2-5
------------------------------------------------------------------------------------------------------------------------------------
Original loan NUMBER(10,2) Amount of the contractual obligations (ie:
amount note and mortgage/deed of trust).
------------------------------------------------------------------------------------------------------------------------------------
Original value NUMBER(10,2) Appraised value of property as of
amount origination typically determined through the
appraisal process.
------------------------------------------------------------------------------------------------------------------------------------
Origination date DATE(MM/DD/YYYY) Date that the contractual obligations (ie:
note and mortgage/deed of trust) of the
mortgagor was executed.
------------------------------------------------------------------------------------------------------------------------------------
FHA Part B funds DATE(MM/DD/YYYY) Actual date that funds were received from
received date HUD as a result of transmitting the 27011B
claim.
------------------------------------------------------------------------------------------------------------------------------------
Post petition due DATE(MM/DD/YYYY) The post petition due date of a loan
date involved in a chapter 13 bankruptcy.
------------------------------------------------------------------------------------------------------------------------------------
Property VARCHAR2(2) 1=Excellent 2=Good Physical condition of the property as most
condition 3=Average 4=Fair recently reported to the servicer by vendor
5=Poor 6=Very poor or property management company.
------------------------------------------------------------------------------------------------------------------------------------
Property type VARCHAR2(2) 1=Single family 2=Town house Type of property secured by mortgage such
3=Condo 4=Multifamily 5=Other as: single family, 2-4 unit, etc.
6=Prefabricated B=Commercial C=Land only
7=Mobile home U=Unknown D=Farm
A=Church P=PUD R=Row house
O=Co-op M=Manufactured housing 24=2-4 family
CT=Condotel MU=Mixed use
------------------------------------------------------------------------------------------------------------------------------------
D-2-6
------------------------------------------------------------------------------------------------------------------------------------
Reason for VARCHAR2(3) 001=Death of principal mtgr 02=Illness of principal mtgr Cause of delinquency as identified by
default 003=Illness of mtgr's family member mortgagor.
004=Death of mtgr's family member 005=Marital difficulties
006=Curtailment of income 007=Excessive obligations
008=Abandonment of property 009=Distant employee transfer
011=Property problem 012=Inability to sell property
013=Inability to rent property 014=Military service
015=Other 016=Unemployment
017=Business failure 019=Casualty loss
022=Energy-Environment costs 023=Servicing problems
026=Payment adjustment 027=Payment dispute
029=Transfer ownership pending 030=Fraud
031=Unable to contact borrower INC=Incarceration
------------------------------------------------------------------------------------------------------------------------------------
REO repaired NUMBER(10,2) The projected value of the property that is
value 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 NUMBER(15,2) The most recent listing/pricing amount as
adjustment amount updated by the servicer for REO properties.
------------------------------------------------------------------------------------------------------------------------------------
REO list price DATE(MM/DD/YYYY) The most recent date that the servicer
adjustment date advised the agent to make an adjustment to
the REO listing price.
------------------------------------------------------------------------------------------------------------------------------------
REO value (as is) NUMBER(10,2) The value of the property without making any
repairs as determined by the vendor/property
management company.
------------------------------------------------------------------------------------------------------------------------------------
D-2-7
------------------------------------------------------------------------------------------------------------------------------------
REO actual DATE(MM/DD/YYYY) The actual date that the sale of the REO
closing date 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 DATE(MM/DD/YYYY) The initial/first date that the property was
list date listed with an agent as an REO.
------------------------------------------------------------------------------------------------------------------------------------
REO original NUMBER(15,2) The initial/first price that was used to
list price list the property with an agent as an REO.
------------------------------------------------------------------------------------------------------------------------------------
REO net sales NUMBER(10,2) The actual REO sales price less closing
proceeds 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 DATE(MM/DD/YYYY) The date that the sale of the REO property
close date 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(MM/DD/YYYY) The due date of the first scheduled payment
date due under a forbearance or repayment plan
agreed to by both the mortgagor and
servicer.
------------------------------------------------------------------------------------------------------------------------------------
D-2-8
------------------------------------------------------------------------------------------------------------------------------------
Repay next due DATE(MM/DD/YYYY) The due date of the next outstanding payment
date due under a forbearance or repayment plan
agreed to by both the mortgagor and
servicer.
------------------------------------------------------------------------------------------------------------------------------------
Repay plan DATE(MM/DD/YYYY) The servicer defined date upon which the
broken/ servicer considers that the plan is no
reinstated/closed longer in effect as a result of plan
date completion or mortgagor's failure to remit
payments as scheduled.
------------------------------------------------------------------------------------------------------------------------------------
Repay plan DATE(MM/DD/YYYY) The date that both the mortgagor and
created date 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/ NUMBER(10,2) The positive or negative account balance
advance balance that is dedicated to payment of hazard
insurance, property taxes, MI, etc. (escrow
items only)
------------------------------------------------------------------------------------------------------------------------------------
Title approval DATE(MM/DD/YYYY) The actual date that the title approval was
letter received received as set forth in the HUD title
date approval letter.
------------------------------------------------------------------------------------------------------------------------------------
Title package DATE(MM/DD/YYYY) The actual date that the title package was
HUD/VA date submitted to either HUD or VA.
------------------------------------------------------------------------------------------------------------------------------------
VA claim funds DATE(MM/DD/YYYY) The actual date that funds were received by
received date the servicer from the VA for the expense
claim submitted by the servicer.
------------------------------------------------------------------------------------------------------------------------------------
VA claim DATE(MM/DD/YYYY) The actual date that the expense claim was
submitted date submitted by the servicer to the VA.
------------------------------------------------------------------------------------------------------------------------------------
VA first funds NUMBER(15,2) The amount of funds received by the servicer
received amount from VA as a result of the specified bid.
------------------------------------------------------------------------------------------------------------------------------------
D-2-9
------------------------------------------------------------------------------------------------------------------------------------
VA first funds DATE(MM/DD/YYYY) The date that the funds from the specified
received date bid were received by the servicer from the
VA.
------------------------------------------------------------------------------------------------------------------------------------
VA XXX submitted DATE(MM/DD/YYYY) Actual date that the Notice of Election to
date Convey was submitted to the VA.
------------------------------------------------------------------------------------------------------------------------------------
Zip Code VARCHAR2(5) US postal zip code that corresponds to
property location.
------------------------------------------------------------------------------------------------------------------------------------
FNMA Delinquency VARCHAR2(3) 09=Forbearance 17=Preforeclosure sale The code that is electronically reported to
status code 24=Drug seizure 26=Refinance 27=Assumption FNMA by the servicer that reflects the
28=Modification 29=Charge-off 30=Third-party sale current defaulted status of a loan. (ie: 65,
31=Probate 32=Military indulgence 43=Foreclosure 67, 43 or 44)
44=Deed-in-lieu 49=Assignment 61=Second lien
considerations
62=VA no-bid 63=VA Refund 64=VA Buydown
65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 67=Ch. 13 bankruptcy
------------------------------------------------------------------------------------------------------------------------------------
FNMA delinquency VARCHAR2(3) 001=Death of principal mtgr 002=Illness of principal mtgr The code that is electronically reported to
reason code 003=Illness of mtgr's family member 004=Death of mtgr's family member FNMA by the servicer that describes the
005=Marital difficulties 006=Curtailment of income circumstance that appears to be the primary
007=Excessive obligations 008=Abandonment of property contributing factor to the delinquency.
009=Distant employee transfer 011=Property problem
012=Inability to sell property 013=Inability to rent property
014=Military service 015=Other
016=Unemployment 017=Business failure
019=Casualty loss 022=Energy-Environment costs
023=Servicing problems 026=Payment adjustment
027=Payment dispute 029=Transfer ownership pending
030=Fraud 031=Unable to contact borrower
INC=Incarceration
------------------------------------------------------------------------------------------------------------------------------------
D-2-10
------------------------------------------------------------------------------------------------------------------------------------
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 NUMBER(10,2) Money held in escrow by the mortgage company
balance through completion of repairs to property.
------------------------------------------------------------------------------------------------------------------------------------
Investor number NUMBER(10,2) Unique number assigned to a group of loans
in the servicing system.
------------------------------------------------------------------------------------------------------------------------------------
D-2-11
EXHIBIT L
TRANSACTION PARTIES
Trustee: U.S Bank National Association
Securities Administrator: Xxxxx Fargo Bank, N.A.
Master Servicer: Aurora Loan Services LLC
Credit Risk Manager: N/A
PMI Insurer(s): N/A
Interest Rate Swap Counterparty: N/A
Interest Rate Cap Counterparty: N/A
Servicer(s): Aurora Loan Services LLC, Countrywide Home Loans Servicing LP, HSBC
Mortgage Corp. (USA) and Xxxxx Fargo Bank, N.A.
Originator(s): American Home Mortgage Company, Countrywide Home Loans Inc,
EverBank, GreenPoint Mortgage Funding Inc., HSBC Mortgage Corp. (USA), Impac
Funding Corporation, Xxxxxx Brothers Bank FSB, Option One Mortgage Corporation
and Xxxxx Fargo Bank, N.A.
Custodian(s): Deutsche Bank National Trust Company, LaSalle Bank National
Association, U.S. Bank National Association and Xxxxx Fargo Bank, N.A.
Seller: Xxxxxx Brothers Holdings Inc.
L-1-1
EXHIBIT M
EXHIBIT REGARDING SERVICING CRITERIA TO BE ADDRESSED
IN REPORT ON ASSESSMENT OF COMPLIANCE
To:
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
(SARM 2006-2)
Reference is made to that certain servicing agreement, dated as of
February 1, 2006 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc.,
Aurora Loan Services LLC, as servicer and as master servicer, and acknowledged
by U.S. Bank National Association, as Trustee, relating to the issuance of the
Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2006-2. This exhibit is delivered pursuant to Section 6.06
of the Agreement. Capitalized terms used herein but not otherwise defined shall
have the meanings set forth in the Agreement.
The assessment of compliance to be delivered by Xxxxx Fargo Bank, N.A.
shall address, at a minimum, the criteria identified as below as "Applicable
Servicing Criteria", as identified by a xxxx in the column titled "Applicable
Servicing Criteria":
-------------------- -------------------------------------------------------------------------- --------------- ---------------
REG AB REFERENCE SERVICING CRITERIA APPLICABLE INAPPLICABLE
SERVICING SERVICING
CRITERIA CRITERIA
-------------------- -------------------------------------------------------------------------- --------------- ---------------
GENERAL SERVICING CONSIDERATIONS
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or X
other triggers and events of default in accordance with the transaction
agreements.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, X
policies and procedures are instituted to monitor the third party's
performance and compliance with such servicing activities.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up X
servicer for the mortgage loans are maintained.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
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.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
M-1
-------------------- -------------------------------------------------------------------------- --------------- ---------------
REG AB REFERENCE SERVICING CRITERIA CON'T APPLICABLE INAPPLICABLE
SERVICING SERVICING
CRITERIA CRITERIA
-------------------- -------------------------------------------------------------------------- --------------- ---------------
CASH COLLECTION AND ADMINISTRATION
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial X
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.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an X
investor are made only by authorized personnel.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or X
distributions, and any interest or other fees charged for such advances,
are made, reviewed and approved as specified in the transaction agreements.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts X
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.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured depository X
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.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
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 X
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.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
INVESTOR REMITTANCES AND REPORTING
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, X
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.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(3)(ii Amounts due to investors are allocated and remitted in accordance with X
timeframes, distribution priority and other terms set forth in the
transaction agreements.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to X
the Servicer's investor records, or such other number of days specified
in the transaction agreements.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with X
cancelled checks, or other form of payment, or custodial bank
statements.
-------------------- -------------------------------------------------------------------------- --------------- ---------------
M-2
-------------------- -------------------------------------------------------------------------- --------------- ---------------
REG AB REFERENCE SERVICING CRITERIA CON'T APPLICABLE INAPPLICABLE
SERVICING SERVICING
CRITERIA CRITERIA
-------------------- -------------------------------------------------------------------------- --------------- ---------------
POOL ASSET ADMINISTRATION
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required by the X
transaction agreements or related mortgage loan documents.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by the X
transaction agreements
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, X
reviewed and approved in accordance with any conditions or requirements
in the transaction agreements.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance X
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.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal balance.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's mortgage X
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.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
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.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a X
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).
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans with X
variable rates are computed based on the related mortgage loan documents.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
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.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) X
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.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
M-3
-------------------- -------------------------------------------------------------------------- --------------- ---------------
REG AB REFERENCE SERVICING CRITERIA CON'T APPLICABLE INAPPLICABLE
SERVICING SERVICING
CRITERIA CRITERIA
-------------------- -------------------------------------------------------------------------- --------------- ---------------
POOL ASSET ADMINISTRATION CON'T
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on X
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.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business X
days to the obligor's records maintained by the servicer, or such other
number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and X
recorded in accordance with the transaction agreements.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) X
through (3) or Item 1115 of Regulationc AB, is maintained as set forth in
the transaction agreements.
-------------------- --------------------------------------------------------------------------- -------------- ---------------
M-4
SCHEDULE I
Mortgage Loan Schedule
On file at the Offices of:
Dechert LLP
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Att: Xxxxxx X. Xxxxxxx
000.000.0000 tel
000.000.0000 fax
