JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Servicer and LEHMAN BROTHERS HOLDINGS INC., as Seller and AURORA LOAN SERVICES LLC, as Master Servicer
EXECUTION
JPMORGAN
CHASE
BANK,
NATIONAL
ASSOCIATION,
as
Servicer
and
▇▇▇▇▇▇
BROTHERS
HOLDINGS
INC.,
as
Seller
and
AURORA LOAN
SERVICES
LLC,
as
Master
Servicer
Structured
Asset Securities Corporation Mortgage Pass-Through Certificates, Series
2007-BC1
Dated
as
of January 1, 2007
TABLE
OF CONTENTS
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Page
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ARTICLE
I.
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DEFINITIONS
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ARTICLE
II.
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||||
|
SELLER’S
ENGAGEMENT OF SERVICER TO PERFORM SERVICING
RESPONSIBILITIES
|
||||
|
Section
2.01.
|
Contract
for Servicing; Possession of Servicing Files
|
16
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Section
2.02.
|
Books
and Records
|
16
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||
|
ARTICLE
III.
|
||||
|
SERVICING
OF THE MORTGAGE LOANS
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||||
|
Section
3.01.
|
Servicer
to Service
|
17
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||
|
Section
3.02.
|
Collection
and Liquidation of Mortgage Loans
|
19
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||
|
Section
3.03.
|
Establishment
of and Deposits to Custodial Account
|
20
|
||
|
Section
3.04.
|
Permitted
Withdrawals From Custodial Account
|
22
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||
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Section
3.05.
|
Establishment
of and Deposits to Escrow Account
|
23
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Section
3.06.
|
Permitted
Withdrawals From Escrow Account
|
24
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|
Section
3.07.
|
Notification
of Adjustments
|
25
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||
|
Section
3.08.
|
Completion
and Recordation of Assignment of Mortgage
|
25
|
||
|
Section
3.09.
|
Payment
of Taxes, Insurance and Other Charges
|
25
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||
|
Section
3.10.
|
Protection
of Accounts
|
26
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|
Section
3.11.
|
Maintenance
of Hazard Insurance
|
26
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Section
3.12.
|
Maintenance
of Mortgage Impairment Insurance
|
28
|
||
|
Section
3.13.
|
Maintenance
of Fidelity Bond and Errors and Omissions Insurance
|
28
|
||
|
Section
3.14.
|
Inspections
|
29
|
||
|
Section
3.15.
|
Restoration
of Mortgaged Property
|
29
|
||
|
Section
3.16.
|
Maintenance
of PMI and/or LPMI Policy; Claims
|
29
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|
Section
3.17.
|
Title,
Management and Disposition of REO Property
|
31
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Section
3.18.
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Real
Estate Owned Reports
|
33
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Section
3.19.
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Liquidation
Reports
|
34
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Section
3.20.
|
Reports
of Foreclosures and Abandonments of Mortgaged Property
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34
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Section
3.21.
|
Prepayment
Charges
|
34
|
||
|
Section
3.22.
|
Compliance
with Safeguarding Customer Information Requirements
|
34
|
-i-
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ARTICLE
IV.
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|||||
|
PAYMENTS
TO MASTER SERVICER
|
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|
Section
4.01.
|
Remittances
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35
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Section
4.02.
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Statements
to Master Servicer
|
36
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Section
4.03.
|
Monthly
Advances by Servicer
|
38
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Section
4.04.
|
Due
Dates Other Than the First of the Month
|
38
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Section
4.05.
|
Credit
Reporting
|
38
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ARTICLE
V
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|
GENERAL
SERVICING PROCEDURES
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|||||
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Section
5.01.
|
Transfers
of Mortgaged Property
|
39
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Section
5.02.
|
Satisfaction
of Mortgages and Release of Mortgage Files
|
40
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|
Section
5.03.
|
Servicing
Compensation
|
40
|
|||
|
Section
5.04.
|
Report
on Attestation of Compliance with Applicable Servicing
Criteria
|
41
|
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|
Section
5.05.
|
Servicer
Compliance Statement
|
41
|
|||
|
Section
5.06.
|
Inspection
|
42
|
|||
|
Section
5.07.
|
Report
on Assessment of Compliance with Applicable Servicing
Criteria
|
42
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ARTICLE
VI.
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|
REPRESENTATIONS,
WARRANTIES AND AGREEMENTS
|
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Section
6.01.
|
Representations,
Warranties and Agreements of the Servicer
|
42
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Section
6.02.
|
Remedies
for Breach of Representations and Warranties of the
Servicer
|
44
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Section
6.03.
|
Additional
Indemnification by the Servicer
|
45
|
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|
Section
6.04.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status
|
47
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Section
6.05.
|
Reporting
Requirements of the Commission and Indemnification
|
47
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Section
6.06.
|
Purchase
of Distressed Mortgage Loans
|
48
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ARTICLE
VII.
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|||||
|
THE
SERVICER
|
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Section
7.01.
|
Merger
or Consolidation of the Servicer
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49
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Section
7.02.
|
Limitation
on Liability of the Servicer and Others
|
49
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|
Section
7.03.
|
Limitation
on Resignation and Assignment by the Servicer
|
49
|
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|
Section
7.04.
|
Subservicing
Agreements and Successor Subservicer
|
50
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-ii-
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ARTICLE
VIII.
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|||||
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TERMINATION
|
|||||
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Section
8.01.
|
Termination
for Cause
|
52
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Section
8.02.
|
Termination
Without Cause
|
54
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Section
8.03.
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[Reserved]
|
55
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Section
8.04.
|
Termination
for Distressed Mortgage Loans
|
55
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ARTICLE
IX.
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|
MISCELLANEOUS
PROVISIONS
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Section
9.01.
|
Successor
to the Servicer
|
56
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Section
9.02.
|
Costs
|
58
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|
Section
9.03.
|
Protection
of Confidential Information
|
58
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Section
9.04.
|
Notices
|
58
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Section
9.05.
|
Severability
Clause
|
60
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Section
9.06.
|
Covenant
Against Solicitation
|
60
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Section
9.07.
|
Counterparts
|
61
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Section
9.08.
|
Place
of Delivery and Governing Law
|
61
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|
Section
9.09.
|
Further
Agreements
|
61
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Section
9.10.
|
Intention
of the Parties
|
61
|
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|
Section
9.11.
|
Successors
and Assigns; Assignment of Servicing Agreement
|
61
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Section
9.12.
|
Assignment
by the Seller
|
61
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|
Section
9.13.
|
Amendment
|
62
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Section
9.14.
|
Waivers
|
62
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|
Section
9.15.
|
Exhibits
|
62
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|
Section
9.16.
|
Intended
Third Party Beneficiaries
|
62
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|
Section
9.17.
|
General
Interpretive Principles
|
63
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Section
9.18.
|
Reproduction
of Documents
|
63
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EXHIBITS
|
EXHIBIT
A
|
MORTGAGE
LOAN SCHEDULE
|
A-1
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|
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EXHIBIT
B
|
CUSTODIAL
ACCOUNT LETTER AGREEMENT
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B-1
|
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EXHIBIT
C
|
ESCROW
ACCOUNT LETTER AGREEMENT
|
C-1
|
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EXHIBIT
D-1
|
FORM
OF MONTHLY REMITTANCE ADVICE
|
D-1-1
|
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EXHIBIT
D-2
|
STANDARD
LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
|
D-2-1
|
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EXHIBIT
D-3
|
FORM
OF LOAN LOSS REPORT
|
D-3-1
|
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EXHIBIT
E
|
FORM
OF CERTIFICATION TO BE PROVIDED TO THE
|
E-1
|
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|
DEPOSITOR,
THE TRUSTEE AND THE MASTER SERVICER
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BY
THE SERVICER
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EXHIBIT
F
|
SASCO
2007-BC1 TRUST AGREEMENT
|
F-1
|
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|
EXHIBIT
G
|
▇▇▇▇▇▇
MAE GUIDE NO. 95-19
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G-1
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EXHIBIT
H
|
FORM
OF POWER OF ATTORNEY
|
H-1
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EXHIBIT
I
|
SERVICING
CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF
COMPLIANCE
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I-1
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EXHIBIT
J
|
TRANSACTION
PARTIES
|
J-1
|
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EXHIBIT
K
|
FORM
OF ANNUAL OFFICER’S CERTIFICATE
|
K-1
|
-iii-
This
SECURITIZATION
SERVICING AGREEMENT
(this
“Agreement”), entered into as of the 1st
day of
January, 2007, by and among ▇▇▇▇▇▇ BROTHERS HOLDINGS INC., a Delaware
corporation (the “Seller”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a
national banking association (the “Servicer”), AURORA LOAN SERVICES LLC, as
master servicer (the “Master Servicer”) and acknowledged by ▇▇▇▇▇ FARGO BANK,
N.A., as trustee (the “Trustee”) under the Trust Agreement (as defined herein),
recites and provides as follows:
WITNESSETH:
WHEREAS,
Chase Manhattan Mortgage Corporation (“CMMC”) and ▇▇▇▇▇▇ Brothers Bank, FSB (the
“Bank”) are parties to a flow servicing agreement, dated as of October 1, 2004,
(the “Bank Flow Servicing Agreement”), pursuant to which CMMC services certain
mortgage loans identified on Exhibit A hereto (the “Bank Mortgage
Loans”).
WHEREAS,
BNC Mortgage, Inc. (“BNC”) and the Servicer are parties to a Flow Interim
Servicing Agreement dated as of October 1, 2006 (the “BNC Flow Interim Servicing
Agreement”) pursuant to which the Servicer subservices certain mortgage loans
for BNC identified on Exhibit L hereto (the “Subserviced Mortgage Loans” and
together with the Bank Mortgage Loans, the “Mortgage Loans.”).
WHEREAS,
the Bank acquired the Subserviced Mortgage Loans from BNC pursuant to a Flow
Purchase and Warranties Agreement dated as of March 1, 2002 and as amended
on
December 16, 2002 and as further amended on June 2, 2003, at which time BNC
assigned its interest solely as it relates to the Subserviced Mortgage Loans
in
the BNC Flow Interim Servicing Agreement to the Bank.
WHEREAS,
prior to January 1, 2005, CMMC merged with and into Chase Home Finance, LLC
(“Chase Home Finance”) with Chase Home Finance being the surviving
entity;
WHEREAS,
effective January 1, 2005, Chase Home Finance assigned to the Servicer and
the
Servicer assumed all the rights, duties and obligations of Chase Home Finance
under the Bank Flow Servicing Agreement with respect to the Bank Mortgage Loans
and servicing rights transferred to Chase Home Finance in connection therewith
after January 1, 2005;
WHEREAS,
pursuant to an Assignment Assumption and Recognition Agreement dated as of
January 1, 2005 among the Seller, the Bank, Chase Home Finance and the Servicer,
the Seller and the Bank each recognized and consented to the assignment to,
and
assumption of, the Bank Flow Servicing Agreement by the Servicer;
WHEREAS,
Chase Home Finance and the Servicer have entered into a subservicing agreement,
dated as of January 1, 2005, pursuant to which Chase Home Finance will
subservice the Bank Mortgage Loans on behalf of the Servicer, but with the
Servicer remaining ultimately liable for the servicing of the Mortgage
Loans;
WHEREAS,
pursuant to an Assignment and Assumption Agreement, dated as of January 1,
2007
(the “Assignment Agreement”), the Seller acquired from the Bank all of the
Bank’s right, title and interest in and to the Mortgage Loans currently serviced
under the Bank Flow Servicing Agreement and assumed for the benefit of the
Servicer and the Bank the rights and obligations of the Bank as owner of the
Bank Mortgage Loans and Subserviced Mortgage Loans under the Bank Flow Servicing
Agreement and the BNC Flow Interim Servicing Agreement,
respectively;
WHEREAS,
on the Closing Date, the Seller intends to convey the Mortgage Loans on a
servicing-retained basis to Structured Asset Securities Corporation (the
“Depositor”), which in turn will convey the Mortgage Loans to ▇▇▇▇▇ Fargo Bank,
N.A. (the “Trustee”) under a trust agreement dated as of January 1, 2007 (the
“Trust Agreement”), among the Trustee, the Depositor, the Master Servicer and
▇▇▇▇▇▇▇ Fixed Income Services Inc., as credit risk manager (the “Credit Risk
Manager”);
WHEREAS,
from time to time certain other of the mortgage loans conveyed by the Depositor
to the Trustee under the Trust Agreement on the Closing Date and serviced by
other servicers may subsequent to the Closing Date be transferred to the
Servicer for servicing under this Agreement, at which date the Mortgage Loan
Schedule set forth at Exhibit A hereto will be amended to include such mortgage
loans which will then be considered “Mortgage Loans” under this
Agreement;
WHEREAS,
the Seller desires that the Servicer service the Mortgage Loans pursuant to
this
Agreement, and the Servicer has agreed to do so, subject to the right of the
Seller and of the Master Servicer to terminate the rights and obligations of
the
Servicer hereunder at any time and to the other conditions set forth
herein;
WHEREAS,
the Seller and the Servicer agree that the provisions of the Bank Flow Servicing
Agreement and the BNC Flow Interim Servicing Agreement shall not apply to the
related Bank Mortgage Loans and Subserviced Mortgage Loans, respectively, for
so
long as such related Mortgage Loans remain subject to the provisions of the
Trust Agreement;
WHEREAS,
the Master Servicer shall be obligated under the Trust Agreement, 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 Servicing Agreement upon
the
occurrence and continuance of an Event of Default as provided
herein;
WHEREAS,
multiple classes of certificates (the “Certificates”), including the Class P and
the Class X Certificates, will be issued on the Closing Date pursuant to the
Trust Agreement and ▇▇▇▇▇▇ Brothers Inc. or a nominee thereof is expected to
be
the initial registered holder of the Class P and Class X
Certificates;
WHEREAS,
subsequent to the Closing Date ▇▇▇▇▇▇ Brothers Inc. intends to convey all of
its
rights, title and interest in and to the Class P and the Class X Certificates
and all payments and all other proceeds received thereunder to an owner trust
or
other special purpose entity in which it will hold the sole equity interest,
which owner trust or other special purpose entity will issue net interest margin
securities (“NIM Securities”) through an indenture trust, such NIM Securities
secured, in part, by the payments on such Certificates (the “NIMS
Transaction”);
2
WHEREAS,
one or more insurers (collectively, the “NIMS Insurer”) may each issue one or
more insurance policies guaranteeing certain payments under the NIM Securities
to be issued pursuant to the indenture in the NIMS Transaction;
WHEREAS,
in the event there may be two or more individual insurers it is intended that
the rights extended to the NIMS Insurer pursuant to this Agreement be allocated
among two or more individual insurers that issue insurance policies in
connection with the NIMS Transaction through a NIMS Insurance Agreement by
and
among such insurers and the parties hereto;
WHEREAS,
the Seller and the Servicer acknowledge and agree that the Seller will assign
all of its rights and delegate all of its obligations hereunder (excluding
the
Seller’s rights to terminate the rights and obligations of the Servicer
hereunder, and the Seller’s obligations pursuant to Section 9.02, all of which
rights and obligations will remain with the Seller or be delegated to or assumed
by the Master Servicer) to the Trustee, and that each reference herein to the
Seller is intended, unless otherwise specified, to mean the Seller or the
Trustee, as assignee, whichever is the owner of the Mortgage Loans from time
to
time;
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, the Master Servicer and the Servicer hereby
agree as follows:
ARTICLE
I.
DEFINITIONS
The
following terms are defined as follows:
Agreement:
This
Securitization Servicing Agreement and all amendments hereof and supplements
hereto.
Ancillary
Income:
All
income derived from the Mortgage Loans, excluding the Chase Servicing Fees
and
Prepayment Charges attributable to the Mortgage Loans, including but not limited
to, late charges, fees received with respect to checks or bank drafts returned
by the related bank for non-sufficient funds, assumption fees, optional
insurance administrative fees and all other incidental fees and charges.
Assignment
of Mortgage:
An
assignment of the Mortgage, notice of transfer or equivalent instrument in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the transfer of the Mortgage
to
the party indicated therein or if the related Mortgage has been recorded in
the
name of MERS or its designee, such actions as are necessary to cause the Trustee
or its designee to be shown as the owner of the related Mortgage on the records
of MERS for purposes of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS.
3
Business
Day:
Any day
other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings
and loan institutions in the States of New York, Arizona, California,
Massachusetts, Minnesota or Colorado are authorized or obligated by law or
executive order to be closed.
Certificateholder:
The
meaning set forth in the Trust Agreement.
Certificates:
Any or
all of the Certificates issued pursuant to the Trust Agreement.
Chase
Servicing Fee:
With
respect to each Due Period and any Subserviced Mortgage Loan, an amount equal
to
the sum of (a) one-twelfth the product of (i) the Chase Servicing Fee Rate
and (ii) the outstanding principal balance of the Subserviced Mortgage Loan
as of the related Determination Date. The Chase Servicing Fee is payable solely
from the interest portion (including recoveries with respect to interest from
Liquidation Proceeds to the extent permitted by Section 3.02 of this Agreement)
of such Monthly Payment collected by the Servicer, or as otherwise provided
under this Agreement.
Chase
Servicing Fee Rate:
With
respect to any Subserviced Mortgage Loan, prior to the Servicing Rights Sale
Date, 0.21%; on and after the Servicing Rights Transfer Date, 0.50%. With
respect to any other Mortgage Loan serviced under this Agreement, the General
Servicing Fee Rate.
Closing
Date:
January
30, 2007.
Code:
The
Internal Revenue Code of 1986, as it may be amended from time to time or any
successor statute thereto, and applicable U.S. Department of the Treasury
regulations issued pursuant thereto.
Combined
Loan-to-Value Ratio:
As to
any Second Lien Mortgage Loan at any date of determination, the ratio (expressed
as a percentage) of the principal balance of such Mortgage Loan at the date
of
determination, plus the principal balance of any Superior Lien based upon the
most recent information available to the Servicer, to (a) in the case of a
purchase, the lesser of the sales price of the Mortgaged Property and its
appraised value at the time of sale, or (b) in the case of a refinancing or
modification, the appraised value of the Mortgaged Property at the time of
such
refinancing or modification.
Commission:
The
United States Securities and Exchange Commission.
Condemnation
Proceeds:
All
awards or settlements in respect of a Mortgaged Property, whether permanent
or
temporary, partial or entire, by exercise of the power of eminent domain or
condemnation, to the extent not required to be released to a Mortgagor in
accordance with the terms of the related Mortgage Loan documents.
Custodial
Account:
The
separate account or accounts created and maintained pursuant to Section
3.03.
4
Custodial
Agreement:
The
custodial agreement relating to the custody of certain of the Mortgage Loans,
between the Custodian and the Trustee, as acknowledged by the Depositor, the
Master Servicer and the Servicers, dated as of January 1, 2007.
Custodian:
Deutsche Bank National Trust Company and its successors in interest and
assigns.
Cut-off
Date:
January
1, 2007.
Depositor:
Structured Asset Securities Corporation, or any successor in
interest.
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.
Distressed
Mortgage Loan:
As of
any Determination Date, any Mortgage Loan that is delinquent in payment for
a
period of ninety (90) days or more, without giving effect to any grace period
permitted by the related Mortgage Loan, or for which the Servicer or Trustee
has
accepted a deed in lieu of foreclosure.
Distribution
Date:
Commencing in February 2007, the 25th day of each month or, if such day is
not a
Business Day, the next succeeding Business Day.
Due
Date:
The day
of the calendar month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace. Pursuant to Section 4.04, with respect to any
Mortgage Loan for which payment from the Mortgagor is due on a day other than
the first day of the month, such Mortgage Loan will be treated as if the Monthly
Payment is due on the first day of the immediately succeeding
month.
Due
Period:
With
respect to each Remittance Date, the period commencing on the second day of
the
month immediately preceding the month of the Remittance Date and ending on
the
first day of the month of the Remittance Date.
Eligible
Deposit Account:
An
account that is maintained with a federal or state-chartered depository
institution or trust company that complies with the definition of Eligible
Institution.
Eligible
Institution:
Any of
the following:
(i) an
institution whose:
(A) commercial
paper, short-term debt obligations, or other short-term deposits are rated
at
least “A-1+” or long-term unsecured debt obligations are rated at least “AA-“ by
S&P, if the amounts on deposit are to be held in the account for no more
than 365 days; or
(B) commercial
paper, short-term debt obligations, demand deposits, or other short-term
deposits are rated at least “A-2” by S&P, if the amounts on deposit are to
be held in the account for no more than 30 days and are not intended to be
used
as credit enhancement. Upon the loss of the required rating set forth in this
clause (i), the accounts shall be transferred immediately to accounts which
have
the required rating. Furthermore, commingling by the Servicer is acceptable
at
the A-2 rating level if the Servicer is a bank, thrift or depository and
provided the Servicer has the capability to immediately segregate funds and
commence remittance to an Eligible Deposit Account upon a downgrade;
or
5
(ii) the
corporate trust department of a federal depository institution or
state-chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal
Regulation Section 9.10(b), which, in either case, has corporate trust powers
and is acting in its fiduciary capacity.
Eligible
Investments:
Any one
or more of the obligations and securities listed below which investment provides
for a date of maturity not later than one day prior to the Remittance Date
in
each month:
(i) direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which
are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
(ii) federal
funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories, the Trustee or any agent of the
Trustee, acting in its respective commercial capacity) incorporated or organized
under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking authorities, so
long
as at the time of such investment or the contractual commitment providing
for
such investment the commercial paper or other short-term debt obligations
of
such depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one of
its
two highest long-term rating categories;
(iii) repurchase
agreements collateralized by Direct Obligations or securities guaranteed
by
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac with any registered broker/dealer subject to
Securities Investors’ Protection Corporation jurisdiction or any commercial bank
insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured
and unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which
have a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to one
of
the two highest long-term credit rating categories of each Rating Agency;
provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held as part of the Trust
Fund to exceed 20% of the sum of the outstanding principal balance of the
Mortgage Loans at any Determination Date and the aggregate principal amount
of
all Eligible Investments in the Certificate Account; provided,
further,
that
such securities will not be Eligible Investments if they are published as
being
under review with negative implications from either Rating Agency;
6
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than 180 days after the date of issuance thereof) rated by each Rating Agency
in
its highest short-term rating category;
(vi) a
Qualified GIC (as defined in the Trust Agreement);
(vii) certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(viii) any
other
demand, money market, common trust fund or time deposit or obligation, or
interest-bearing or other security or investment, (A) rated in the highest
rating category by each Rating Agency, if so rated or (B) that is acceptable
to
the NIMS Insurer and would not adversely affect the then current rating by
any
Rating Agency then rating the Certificates or the NIMS Securities and has
a
short term rating of at least “A-1” or its equivalent by each Rating Agency, if
so rated. Such investments in this subsection (viii) may include money market
mutual funds or common trust funds, including any fund for which the Trustee,
the Master Servicer or an affiliate thereof serves as an investment advisor,
administrator, shareholder servicing agent, and/or custodian or subcustodian,
notwithstanding that (x) the Trustee, the Master Servicer or an affiliate
thereof charges and collects fees and expenses from such funds for services
rendered, (y) the Trustee, the Master Servicer or an affiliate thereof charges
and collects fees and expenses for services rendered pursuant to this Agreement,
and (z) services performed for such funds and pursuant to this Agreement
may
converge at any time.
provided,
however,
that no
such instrument shall be an Eligible Investment if such instrument evidences
either (i) a right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the principal
and interest payments with respect to such instrument provide a yield to
maturity of greater than 120% of the yield to maturity at par of such underlying
obligations.
7
Environmental
Problem Property:
A
Mortgaged Property or REO Property that is in violation of any environmental
law, rule or regulation.
Errors
and Omissions Insurance:
Errors
and Omissions Insurance to be maintained by the Servicer in accordance with
Section 3.13.
Escrow
Account:
The
separate account or accounts operated and maintained pursuant to Section
3.05.
Escrow
Payments:
With
respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
assessments, water rates, sewer rents, municipal charges, mortgage insurance
premiums, fire and hazard insurance premiums, condominium charges, and any
other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant
to
the Mortgage or any other document.
Event
of Default:
Any
event set forth in Section 8.01.
FDIC:
The
Federal Deposit Insurance Corporation or any successor thereto.
Fidelity
Bond:
A
fidelity bond to be maintained by the Servicer in accordance with Section
3.13.
Fitch:
Fitch
Ratings, Inc., or any successor in interest.
General
Servicing Fee:
With
respect to each Mortgage Loan, an amount equal to one-twelfth the product
of (i)
the General Servicing Fee Rate and (ii) the outstanding principal balance
of
such Mortgage Loan. The General Servicing Fee is payable solely from the
interest portion (including recoveries with respect to interest from Liquidation
Proceeds to the extent permitted by Section 3.02 of this Agreement) of such
Monthly Payment collected by the Servicer, or as otherwise provided under
this
Agreement.
General
Servicing Fee Rate:
0.50%
per annum.
HOEPA
Claim Loan:
A
Mortgage Loan that the Mortgagor claims is subject to the Home Ownership
and
Equity Protection Act of 1994 (“HOEPA”).
Holder:
The
meaning set forth in the Trust Agreement.
Insurance
Proceeds:
With
respect to each Mortgage Loan, proceeds of insurance policies insuring the
Mortgage Loan or the related Mortgaged Property, including the proceeds of
any
hazard or flood insurance policy, LPMI Policy or PMI Policy.
Liquidation
Proceeds: Cash
received in connection with the liquidation of a defaulted Mortgage Loan,
whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
foreclosure sale or otherwise, or the sale of the related REO Property, if
the
Mortgaged Property is acquired in satisfaction of the Mortgage
Loan.
LPMI
Loan:
A
Mortgage Loan with a LPMI Policy.
8
LPMI
Policy:
A
policy of primary mortgage guaranty insurance issued by a Qualified Insurer
pursuant to which the related premium is to be paid by the Servicer from
payments of interest made by the Mortgagor in an amount as is set forth in
the
related Mortgage Loan Schedule. An LPMI Policy shall also include any policy
of
primary mortgage guaranty insurance issued by a Qualified Insurer that is
purchased by the Seller or its affiliate, ▇▇▇▇▇▇ Brothers Holdings Inc. with
respect to some or all of the Mortgage Loans.
LPMI
Fee:
With
respect to each LPMI Loan, the portion of the Mortgage Interest Rate as set
forth on the related Mortgage Loan Schedule (which shall be payable solely
from
the interest portion of Monthly Payments, Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds), which, during such period prior to the
required cancellation of the LPMI Policy, shall be used to pay the premium
due
on the related LPMI Policy.
Master
Servicer:
Aurora
Loan Services LLC or any successor in interest, or if any successor master
servicer shall be appointed as provided in the Trust Agreement, then such
successor master servicer.
Maximum
Rate:
With
respect to any adjustable rate Mortgage Loan and any Due Period, the maximum
Mortgage Interest Rate that may be charged the borrower under the related
Mortgage Note.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS
Eligible Mortgage Loan:
Any
Mortgage
Loan that has been designated by the Servicer as recordable in the name of
MERS,
as nominee.
MERS
Mortgage Loan:
Any
Mortgage Loan registered with MERS on the MERS System.
MERS
System:
The
system of recording transfers of mortgages electronically maintained by
MERS.
Monthly
Advance:
With
respect to each Remittance Date and each Mortgage Loan, an amount equal to
the
Monthly Payment (with the interest portion of such Monthly Payment adjusted
to
the Mortgage Loan Remittance Rate) that was due on the Mortgage Loan on the
Due
Date in the related Due Period, and that (i) was delinquent at the close
of
business on the related Determination Date and (ii) was not the subject of
a
previous Monthly Advance, but only to the extent that such amount is expected,
in the reasonable judgment of the Servicer, to be recoverable from collections
or other recoveries in respect of such Mortgage Loan. To the extent that
the
Servicer determines that any such amount is not recoverable from collections
or
other recoveries in respect of such Mortgage Loan, such determination shall
be
evidenced by a an Officer’s Certificate of a Servicing Officer delivered to the
Master Servicer and, if required, the NIMS Insurer setting forth such
determination and a reasonable explanation thereof.
Monthly
Payment:
The
scheduled monthly payment of principal and interest on a Mortgage
Loan.
9
Moody’s:
▇▇▇▇▇’▇
Investors Service, Inc. or any successor in interest.
Mortgage:
The
mortgage, deed of trust or other instrument securing a Mortgage Note, which
creates a first or second lien on an unsubordinated estate in fee simple
in real
property securing the Mortgage Note.
Mortgage
Impairment Insurance Policy:
A
mortgage impairment or blanket hazard insurance policy to be maintained by
the
Servicer in accordance with Section 3.12.
Mortgage
Interest Rate:
The
annual rate of interest borne on a Mortgage Note.
Mortgage
Loan:
An
individual mortgage loan which is the subject of this Agreement, each mortgage
loan subject to this Agreement being identified on the related Mortgage Loan
Schedule, which Mortgage Loan includes, without limitation, the Mortgage
Loan
documents, the Monthly Payments, Principal Prepayments, Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, and
all
other rights, benefits, proceeds and obligations arising from or in connection
with such Mortgage Loan.
Mortgage
Loan Remittance Rate:
With
respect to each Mortgage Loan, the annual rate of interest remitted to the
Master Servicer, which shall be equal to the Mortgage Interest Rate minus
the
General Servicing Fee and the LPMI Fee, if any.
Mortgage
Loan Schedule:
A
schedule of the Bank Mortgage Loans attached hereto as Exhibit A, setting
forth
information with respect to such Mortgage Loans as agreed to by the Seller,
the
Servicer and the Master Servicer, including but not limited to (i) a data
field
indicating whether such Mortgage Loan is insured under a PMI Policy or LPMI
Policy and identifying the related Qualified Insurer, (ii) whether such Mortgage
Loan is subject to an early payment default repurchase obligation, and (iii)
a
Prepayment Charge Schedule. On the Servicing Rights Transfer Date, the Mortgage
Loan Schedule shall be amended to include all the Subserviced Mortgage
Loans.
Mortgage
Note:
The
note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged
Property:
The
real property securing repayment of the debt evidenced by a Mortgage
Note.
Mortgagor:
The
obligor on a Mortgage Note.
NIM
Securities:
As
defined in the fifteenth Recital to this Agreement.
NIMS
Insurer:
As
defined in the sixteenth Recital to this Agreement.
NIMS
Transaction:
As
defined in the fifteenth Recital to this Agreement.
Non-MERS
Eligible Mortgage Loan:
Any
Mortgage
Loan other than a MERS Eligible Mortgage Loan.
10
Non-MERS
Mortgage Loan:
Any
Mortgage Loan other than a MERS Mortgage Loan.
Nonrecoverable
Advance:
Any
Servicing Advance previously made or proposed to be made in respect of a
Mortgage Loan by the Servicer which, in the reasonable discretion of the
Servicer, will not or, in the case of a proposed Servicing Advance, would
not,
ultimately be recoverable by the Servicer from the related Mortgagor, related
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or otherwise.
The determination by the Servicer that all or a portion of a Servicing Advance
would be a Nonrecoverable Advance shall be evidenced by an Officer’s Certificate
delivered to the Master Servicer and, if required, the NIMS Insurer setting
forth such determination and a reasonable explanation thereof.
Officer’s
Certificate:
A
certificate signed a Vice President or an assistant Vice President and by
an
Assistant Treasurers or Assistant Secretary of the Servicer, and delivered
to
the Seller, the Master Servicer, Trustee and/or, if required, the NIMS Insurer
as required by this Agreement.
Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of the Servicer, reasonably
acceptable to the Seller, the Trustee, the Master Servicer and/or, if required,
the NIMS Insurer, but which must be an independent outside counsel with respect
to any such opinion of counsel concerning all federal income tax
matters.
Person:
Any
individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof.
PMI
Policy:
A
policy of primary mortgage guaranty insurance issued by a Qualified Insurer,
including any bulk policy acquired in respect of the Mortgage Loans, as required
by this Agreement or the Trust Agreement with respect to certain Mortgage
Loans.
Prepayment
Charge:
With
respect to any Mortgage Loan and Remittance Date, the charges or premiums,
if
any, due in connection with a full or partial prepayment of such Mortgage
Loan
during the immediately preceding Principal Prepayment Period in accordance
with
the terms thereof.
Prepayment
Charge Schedule:
A data
field in the Mortgage Loan Schedule which indicates the amount or method
of
calculation of the Prepayment Charge and the term during which it is imposed
with respect to a Mortgage Loan.
Prepayment
Interest Excess Amount:
With
respect to any Principal Prepayment in full which is applied to the related
Mortgage Loan from the first day of the month of any Remittance Date through
the
fourteenth day of the month of such Remittance Date, all amounts paid in
respect
of interest on such Principal Prepayment in full. A Prepayment Interest Excess
Amount cannot result from a Principal Prepayment in part, but only from a
Principal Prepayment in full.
Prepayment
Interest Shortfall Amount:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a voluntary Principal Prepayment during the portion of the related Principal
Prepayment Period commencing on the first day of the related Principal
Prepayment Period and ending on the last day of the calendar month preceding
the
month in which such Distribution Date occurs, an amount equal to interest
on the
Mortgage Loan at the applicable Mortgage Loan Remittance Rate on the amount
of
such Principal Prepayment for the number of days commencing on the date such
Principal Prepayment was applied and ending on the last day of the calendar
month preceding the month in which such Distribution Date occurs.
11
Prime
Rate:
The
prime rate published from time to time, as published as the average rate
in
The
Wall Street Journal.
Principal
Prepayment:
Any
payment or other recovery of principal on a Mortgage Loan, including any
payment
or other recovery of principal in connection with the repurchase of a Mortgage
Loan by the Seller, the Servicer, the NIMS Insurer, or any other Person,
which
is received in advance of its scheduled Due Date, including any Prepayment
Charge or premium thereon and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or
months
subsequent to the month of prepayment.
Principal
Prepayment Period:
With
respect to any Remittance Date and any full Principal Prepayment, the period
from the fifteenth (15th)
day of
the preceding calendar month through the fourteenth (14th)
day of
the calendar month in which the Distribution Date occurs (except in the case
of
the February 2007 Distribution Date, for which the related Prepayment Period
shall be from January 1, 2007 through February 14, 2007). With respect to
any
Remittance Date and any partial Principal Prepayment, the calendar month
immediately preceding the month of such Remittance Date.
Purchase
Price:
With
respect to any Distressed Mortgage Loan or REO Property to be purchased by
the
NIMS Insurer pursuant to Section 6.06, an amount equal to the sum of (i)
100% of
the principal balance thereof as of the date of purchase, (ii) accrued interest
on such principal balance at the applicable Mortgage Interest Rate in effect
from time to time to the Due Date as to which interest was last covered by
a
payment by the Mortgagor or a Monthly Advance by the Servicer or Master Servicer
and (iii) any unreimbursed Servicing Advances, Monthly Advances and any unpaid
General Servicing Fees allocable to such Distressed Mortgage Loan or REO
Property.
Qualified
Insurer:
A
mortgage guaranty insurance company duly authorized and licensed where required
by law to transact mortgage guaranty insurance business and approved as an
insurer by ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac.
Rating
Agency:
Each of
Fitch, Moody’s and S&P or their successors. If such agencies or their
successors are no longer in existence, “Rating Agencies” shall be such
nationally recognized statistical rating agencies, or other comparable person,
agreed upon and designated by the Seller, notice of which designation shall
be
given to the Trustee, the NIMS Insurer, the Master Servicer and the
Servicer.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
12
REMIC:
A “real
estate mortgage investment conduit” within the meaning of Section 860D of the
Code.
Remittance
Date:
With
respect to each Distribution Date, the 18th day (or if such 18th day is not
a
Business Day, the first Business Day immediately following) of the month
in
which such Distribution Date occurs.
REO
Disposition:
The
final sale or other disposition by the Servicer of any REO
Property.
REO
Disposition Proceeds:
All
amounts received with respect to an REO Disposition pursuant to Section
3.17.
REO
Property:
A
Mortgaged Property acquired by the Servicer on behalf of the Trustee through
foreclosure or by deed in lieu of foreclosure, as described in Section
3.17.
Second
Lien Mortgage Loan:
A
Mortgage Loan secured by a second priority lien Mortgage on the related
Mortgaged Property.
S&P:
Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies,
Inc. or any successor in interest.
Seller:
▇▇▇▇▇▇
Brothers Holdings Inc. or its successor in interest or assigns.
Seller
Remittance Amount:
With
respect to each Due Period and any Subserviced Mortgage Loan prior to the
Servicing Rights Transfer Date, an amount equal to one-twelfth the product
of
(a) the Seller Remittance Rate and (b) the outstanding principal balance
of the
Subserviced Mortgage Loan as of the related Determination Date after the
Servicing Rights Transfer Date, zero. The obligation of the Servicer to pay
the
Seller Remittance Amount with respect to a Subserviced Mortgage Loan is limited
to, and the Seller Remittance Amount is payable solely from the interest
portion
(including recoveries with respect to interest from Liquidation Proceeds
to the
extent permitted by Section 3.02 of this Agreement) of the Monthly Payments
collected by the Servicer with respect to such Subserviced Mortgage Loan,
or as
otherwise provided under this Agreement. The Master Servicer shall have no
obligation to monitor or enforce the obligation of the Servicer to remit
payment
of the Seller Remittance Amount to the Seller.
Seller
Remittance Rate:
With
respect to each Subserviced Mortgage Loan prior to the Servicing Rights Transfer
Date, the difference (if any) between the General Servicing Fee Rate and
the
Chase Servicing Fee Rate.
Servicer:
JPMorgan Chase Bank, National Association or its successor in interest or
assigns or any successor to the Servicer under this Agreement as herein
provided.
13
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable attorneys’ fees and disbursements) incurred in the
performance by the Servicer of its servicing obligations, including, but
not
limited to, the cost of (a) the preservation, restoration and protection
of the
Mortgaged Property, (b) any enforcement or administrative or judicial
proceedings, including foreclosures, (c) the management and liquidation of
the
Mortgaged Property if the Mortgaged Property is acquired in satisfaction
of the
Mortgage, (d) taxes, assessments, water rates, sewer rents and other charges
which are or may become a lien upon the Mortgaged Property, (e) LPMI Policy
premiums, PMI Policy premiums, fire and hazard insurance coverage and repayment
of senior liens and (f) any losses sustained by the Servicer with respect
to the
liquidation of the Mortgaged Property. The Servicer shall have no obligation
to
make any Servicing Advances if the Servicer determines that such Servicing
Advances are or would constitute a Nonrecoverable Advance.
Servicing
File:
The
items pertaining to a particular Mortgage Loan including, but not limited
to,
the computer files, data disks, books, records, data tapes, notes, and all
additional documents generated as a result of or utilized in originating
and/or
servicing each Mortgage Loan, which are held in trust for the Trustee by
the
Servicer.
Servicing
Officer:
Any
officer of the Servicer involved in or responsible for, the administration
and
servicing of the Mortgage Loans whose name appears on a list of servicing
officers furnished by the Servicer to the Master Servicer upon request, as
such
list may from time to time be amended.
Servicing
Rights Transfer Date:
With
respect to any Subserviced Mortgage Loan, the date (which will not be later
than
February 1, 2007) on which the Seller transfers the servicing rights with
respect to the Subserviced Mortgage Loan to the Servicer or an affiliate
of the
Servicer.
Servicing
Standard:
The
servicing and administration of the Mortgage Loans for which the Servicer
is
responsible hereunder (a) in the same manner in which, and with the same
care,
skill, prudence and diligence with which the Servicer generally services
and
administers similar mortgage loans with similar mortgagors (i) for other
third
parties, giving due consideration to customary and usual standards of practice
of prudent institutional residential mortgage lenders servicing their own
loans
or (ii) held in the Servicer’s own portfolio, whichever standard is higher, (b)
with a view to the maximization of the recovery on such Mortgage Loans on
a net
present value basis and the best interests of the Trust Fund, any person
to
which the Mortgage Loans may be transferred by the Trustee, (c) without regard
to (i) any relationship that the Servicer or any affiliate thereof may have
with
the related Mortgagor or any other party to the transaction; (ii) the right
of
the Servicer to receive compensation or other fees for its services rendered
pursuant to this Agreement; (iii) the obligation of the Servicer to make
Servicing Advances; (iv) the ownership, servicing or management by the Servicer
or any affiliate thereof for others of any other mortgage loans or mortgaged
properties; and (v) any debt the Servicer or any affiliate of the Servicer
has
extended to any Mortgagor and (d) in accordance with applicable state, local
and
federal laws, rules and regulations.
14
Special
Servicer:
The
person designated by the Seller (with the prior written consent of the Trustee,
the Master Servicer and the NIMS Insurer) to assume the servicing of Distressed
Mortgage Loans pursuant to Section 8.04 hereof.
Subcontractor:
Any
vendor, subcontractor or other
Person
that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of the
Mortgage Loans but performs one or more discrete functions identified in
Item
1122(d) of Regulation AB with respect to the Mortgage Loans as determined
solely
by and under the direction or authority of the Servicer or a related
Subservicer.
Subservicer:
Any
Person in the sole determination of the Servicer that services Mortgage Loans
on
behalf of the Servicer or any Subservicer and is responsible for the performance
(whether directly or through Subservicers or Subcontractors) of a substantial
portion of the material servicing functions required to be performed by the
Servicer under this Agreement that are identified in Item 1122(d) of Regulation
AB.
Subserviced
Mortgage Loan:
Those
Mortgage Loans referred to in the second WHEREAS clause in the preamble to
this
Agreement and listed on the Subserviced Mortgage Loan Schedule at Exhibit
L
hereto, but only during the period from the Closing Date until the Servicing
Rights Transfer Date at which time Exhibit L will be superseded and all the
Subserviced Mortgage Loans will be included on the Mortgage Loan Schedule
at
Exhibit A.
Superior
Lien:
With
respect to any Second Lien Mortgage Loan, any other mortgage loan relating
to
the corresponding Mortgaged Property which creates a lien on the Mortgaged
Property which is senior to the Second Lien Mortgage Loan.
Termination
Fee:
The
amount that the Seller shall be required to pay to the Servicer as liquidated
damages as a result of the Seller terminating this Agreement without cause
with
respect to some or all of the Mortgage Loans pursuant to Section 8.02 hereof.
Termination
Fee Percentage:
That
certain percentage as agreed to in writing by the Seller and the
Servicer.
Termination
Rate:
That
certain rate as agreed to in writing by the Seller and the
Servicer.
Trust
Agreement:
The
Trust Agreement dated as of January 1, 2007, among the Trustee, the Master
Servicer, the Depositor, and the Credit Risk Manager.
Trust
Fund:
The
trust fund established by the Trust Agreement, the assets of which consist
of
the Mortgage Loans and any other assets as set forth therein.
Trustee:
▇▇▇▇▇
Fargo Bank, N.A., or any successor in interest, or if any successor trustee
or
co-trustee shall be appointed as provided in the Trust Agreement, then such
successor trustee or such co-trustee, as the case may be.
15
ARTICLE
II.
SELLER’S
ENGAGEMENT OF SERVICER TO PERFORM SERVICING RESPONSIBILITIES
Section
2.01. Contract
for Servicing; Possession of Servicing Files.
The
Seller, by execution and delivery of this Agreement, does hereby contract
with
the Servicer as the owner of the servicing rights, subject to the terms of
this
Agreement, for the servicing of the Mortgage Loans. The Servicer shall maintain
a Servicing File with respect to each Mortgage Loan in order to service such
Mortgage Loans pursuant to this Agreement and each Servicing File delivered
to
the Servicer shall be held in trust by the Servicer for the benefit of the
Trustee; provided,
however,
that the
Servicer shall have no liability for any Servicing Files (or portions thereof)
not delivered by the Seller. The Servicer’s possession of any portion of the
Mortgage Loan documents shall be at the will of the Trustee for the sole
purpose
of facilitating servicing of the related Mortgage Loan pursuant to this
Agreement, and such retention and possession by the Servicer shall be in
a
custodial capacity only. The ownership of each Mortgage Note, Mortgage, and
the
contents of the Servicing File shall be vested in the Trustee and the ownership
of all records and documents with respect to the related Mortgage Loan prepared
by or which come into the possession of the Servicer shall immediately vest
in
the Trustee and shall be retained and maintained, in trust, by the Servicer
at
the will of the Trustee in such custodial capacity only. The Servicing File
retained by the Servicer pursuant to this Agreement shall be identified in
accordance with the Servicer’s file tracking system to reflect the ownership of
the related Mortgage Loan by the Trustee. The Servicer shall release from
its
custody the contents of any Servicing File retained by it only in accordance
with this Agreement.
Section
2.02. Books
and Records.
(a) Subject
to Section 3.01(a) hereof, as soon as practicable after the Closing Date
or the
date on which a Qualifying Substitute Mortgage Loan is delivered pursuant
to
Section 2.05 of the Trust Agreement, as applicable (but in no event more
than 90
days thereafter except to the extent delays are caused by the applicable
recording office), the Servicer, at the expense of the Seller, shall cause
the
Mortgage or Assignment of Mortgage, as applicable, with respect to each MERS
Eligible Mortgage Loan, to be properly recorded in the name of MERS in the
public recording office in the applicable jurisdiction, or shall ascertain
that
such have previously been so recorded.
(b) Subject
to Section 3.01(a) hereof, an Assignment of Mortgage in favor of the Trustee
shall be recorded as to each Mortgage Loan unless instructions to the contrary
are delivered to the Servicer and the NIMS Insurer, in writing, by the Trustee.
The form of such assignment shall be: “▇▇▇▇▇ Fargo Bank, N.A., as Trustee of the
Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 2007-BC1.” Subject to the preceding sentence, as soon as practicable
after the Closing Date (but in no event more than 90 days thereafter except
to
the extent delays are caused by the applicable recording office), the Servicer,
at the expense of the Seller, shall cause to be properly recorded in each
public
recording office where such Non-MERS Eligible Mortgage Loans are recorded
each
Assignment of Mortgage. Notwithstanding the foregoing, the Servicer shall
not
cause to be recorded any Assignment which relates to a Mortgage Loan in a
jurisdiction where the Rating Agencies do not require recordation. The Servicer
shall not be responsible or liable for any loss that occurs because an
Assignment of Mortgage was not recorded or not provided to the Servicer in
a
timely manner, including, but not limited to, any failure of the Servicer
to
receive or act on notices related to such Assignment.
16
(c) Additionally,
the Servicer shall prepare and execute any note endorsements relating to
any of
the Non-MERS Mortgage Loans.
(d) All
rights arising out of the Mortgage Loans shall be vested in the Trustee,
subject
to the Servicer’s right to service and administer the Mortgage Loans hereunder
in accordance with the terms of this Agreement. All funds received on or
in
connection with a Mortgage Loan, other than the General Servicing Fee and
other
compensation and reimbursement to which the Servicer is entitled as set forth
herein, including but not limited to Section 5.03 below, shall be received
and
held by the Servicer in trust for the benefit of the Trustee pursuant to
the
terms of this Agreement.
(e) Any
out-of-pocket costs incurred by the Servicer pursuant to this Section 2.02
and
Section 3.01(a), including any recording or other fees in connection with
the
Servicer’s obtaining the necessary powers of attorney (and which are specified
herein to be an expense of the Seller) shall be reimbursed to the Servicer
by
the Seller within five (5) Business Days of receipt by the Seller of an invoice
for reimbursement. Neither the Trustee nor the Trust Fund shall have any
obligation to reimburse the Seller for any such reimbursement made to the
Servicer.
ARTICLE
III.
SERVICING
OF THE MORTGAGE LOANS
Section
3.01. Servicer
to Service.
The
Servicer shall service and administer the Mortgage Loans from and after the
Closing Date, and shall have full power and authority, acting alone, to do
any
and all things in connection with such servicing and administration which
the
Servicer may deem necessary or desirable, consistent with the terms of this
Agreement and with the Servicing Standard.
The
Seller and the Servicer additionally agree as follows:
(a) The
Servicer shall (A) record or cause to be recorded the Mortgage or the Assignment
of Mortgage, as applicable, with respect to all MERS Eligible Mortgage Loans,
in
the name of MERS, or shall ascertain that such have previously been so recorded;
(B) prepare or cause to be prepared all Assignments of Mortgage with respect
to
all Non-MERS Eligible Mortgage Loans; (C) prepare for recording or cause
to be
recorded, subject to Section 2.02(b) hereof, all Assignments of Mortgage
with
respect to Non-MERS Mortgage Loans in the name of the Trust; (D) pay the
recording costs pursuant to Section 2.02 hereof; and/or (E) track such Mortgages
and Assignments of Mortgage to ensure they have been recorded. The Servicer
shall be entitled to be paid by the Seller, on behalf of the Depositor, its
out-of-pocket costs for the preparation and recordation of the Mortgages
and
Assignments of Mortgage. After the expenses of such recording costs pursuant
to
Section 2.02 hereof shall have been paid by the Servicer, the Servicer shall
submit to the Seller a reasonably detailed invoice for reimbursement of
recording costs it incurred hereunder. The Seller, upon receipt of an invoice,
shall reimburse the Servicer within five (5) Business Days.
17
(b) 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 strict compliance
with any such term or in any manner grant indulgence to any Mortgagor if
in
accordance with the Servicing Standard such waiver, modification, postponement
or indulgence is not materially adverse to the Trust Fund; provided,
however,
that
unless the Servicer has obtained the prior written consent of the Master
Servicer and the NIMS Insurer, the Servicer shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage Interest
Rate,
defer or 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. Consistent
with the foregoing, the Servicer may, in its discretion extend the due dates
for
payments due on a Mortgage Note for a period not greater than 120 days;
provided,
however,
that
the maturity of any Mortgage Loan shall not be extended past the date on
which
the final payment is due on the latest maturing Mortgage Loan as of the Cut-off
Date.
In the
event of any such modification which permits the deferral of interest or
principal payments on any Mortgage Loan, the Servicer shall, on the Business
Day
immediately preceding the Remittance Date in any month in which any such
principal or interest payment has been deferred, make a Monthly Advance in
accordance with Section 4.03, in an amount equal to the difference between
(a)
such month’s principal and one month’s interest at the Mortgage Loan Remittance
Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount
paid by the Mortgagor. The Servicer shall be entitled to reimbursement for
such
advances to the same extent as for all other advances made pursuant to Section
3.04. 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 Trustee, 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. If reasonably required by the Servicer, the Trustee
shall
furnish the Servicer with a power of attorney in a form similar to Exhibit
H
hereto (provided
that any
such power of attorney shall be acceptable to the Trustee), and other documents,
furnished to it by the Servicer and reasonably satisfactory to the Trustee,
necessary or appropriate to enable the Servicer to carry out its servicing
and
administrative duties under this Agreement; provided
that the
Trustee shall not be liable for the actions of the Servicer under any such
powers of attorney. 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 Servicing 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.
The
Servicer is authorized, without the prior approval of the Master Servicer
or the
Seller, to consent to the refinancing of any Superior Lien on Mortgaged
Property, provided
that (i)
the resulting Combined Loan-to-Value Ratio of such Second Lien Mortgage Loan
is
no higher than the Combined Loan-to-Value Ratio prior to such refinancing;
(ii)
the interest rate, or in the case of any Superior Lien which is an adjustable
rate Mortgage Loan, the applicable Maximum Rate which can be charged under
the
related Mortgage Note is no more than 2.00% higher than the interest rate
or the
Maximum Rate, as the case may be, on the mortgage loan evidencing the existing
Superior Lien immediately prior to the date of such refinancing; and (iii)
the
Mortgage Loan evidencing the Superior Lien is not subject to negative
amortization.
18
The
Servicer shall not without the Trustee’s written consent: (i) initiate any
action, suit or proceedings solely under the Trustee’s name without indicating
the Servicer’s representative capacity or (ii) take any action with the intent
to cause, and which actually does cause, the Trustee to be registered to
do
business in any state. The Servicer shall indemnify the Trustee for any and
all
costs, liabilities and expenses incurred by the Trustee in connection with
the
negligent or willful misuse of such powers of attorney by the
Servicer.
In
servicing and administering the Mortgage Loans, the Servicer shall employ
procedures (including collection procedures) and exercise the same care that
it
would employ and exercise in servicing and administering similar mortgage
loans
for other institutional investors, giving due consideration to the Servicing
Standard where such practices do not conflict with the requirements of this
Agreement.
Section
3.02. Collection
and Liquidation of Mortgage Loans.
Continuously
from the Closing Date, until the date each Mortgage Loan ceases to be subject
to
this Agreement, the Servicer shall proceed diligently to collect all payments
due under each of the Mortgage Loans when the same shall become due and payable
and shall take special care in ascertaining and estimating Escrow Payments
and
all other charges that will become due and payable with respect to the Mortgage
Loans and each related Mortgaged Property, to the end that the installments
payable
by the Mortgagors will be sufficient to pay such charges as and when they
become
due and payable.
The
Servicer shall use its best efforts, consistent with the Servicing Standard,
to
foreclose upon or otherwise comparably convert the ownership of such Mortgaged
Properties as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.01. The Servicer shall use its best efforts to realize upon defaulted
Mortgage Loans in such a manner as will maximize the receipt
of principal and interest by the Trustee, taking into account, among other
things, the timing of foreclosure proceedings. The foregoing is subject to
the
provisions that, in any case in which Mortgaged Property shall have suffered
damage, the Servicer shall not be required to expend its own funds toward
the
restoration of such property unless it shall determine in its discretion
(i)
that such restoration will increase the proceeds of liquidation of the related
Mortgage Loan to the Master Servicer after reimbursement to itself for such
expenses, and (ii) that such expenses will be recoverable by the Servicer
through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
Property. In the event that any payment due under any Mortgage Loan and not
postponed pursuant to Section 3.01 is not paid when the same becomes due
and
payable, or in the event the Mortgagor fails to perform any other covenant
or
obligation under the Mortgage Loan and such failure continues beyond any
applicable grace period, the Servicer shall take such action as (1) the Servicer
would take for other institutional investors under similar circumstances
with
respect to a similar mortgage loan, (2) shall be consistent with the Servicing
Standard, (3) the Servicer shall determine prudently to be in the best interest
of the Trust Fund, and (4) is consistent with any related LPMI Policy. In
the
event that any
payment due under any Mortgage Loan is not postponed pursuant to Section
3.01
and remains delinquent for a period of one hundred and five (105) days or
any
other default continues for a period of one hundred and five (105) days beyond
the expiration of any grace or cure period, the Servicer shall commence
foreclosure proceedings. The Servicer shall notify the Master Servicer in
writing of the
commencement of foreclosure proceedings on a monthly basis no later than
the
fifth Business Day of each month (which notification may be included within
the
monthly reports submitted to the Master Servicer under this Agreement). In
such
connection, the Servicer shall be responsible for all costs and expenses
incurred by it in any such proceedings; provided,
however,
that it
shall be entitled to reimbursement thereof from the related Mortgaged Property,
as contemplated in Section 3.04.
19
Notwithstanding
the generality of the preceding paragraph, the Servicer shall take such actions
generally in accordance with the Servicer’s established default timeline and in
accordance with the Servicing Standard with respect to each Mortgagor for
which
there is a delinquency until such time as such Mortgagor is current with
all
payments due under the Mortgage Loan.
With
respect to a HOEPA Claim Loan, upon receipt of notice from the Trustee, the
Master Servicer or the Mortgagor that the Mortgagor has instituted a claim
that
the related Mortgage Loan was originated in violation of HOEPA, the Servicer
shall, unless otherwise directed by such party, suspend all of its loss
mitigation activities with respect to such Mortgage Loan until such time
as such
claim has been resolved. In the event that such party provides direction
to the
Servicer, the Servicer shall continue to service such HOEPA Claim Loan pursuant
to the Servicing Standard, provided
that
such direction is not inconsistent with the Servicing Standard.
Section
3.03. Establishment
of and Deposits to Custodial Account.
(a) The
Servicer shall segregate and hold all funds collected and received pursuant
to
the Mortgage Loans separate and apart from any of its own funds and general
assets and shall initially establish and maintain a Custodial Account, in
the
form of a time deposit or demand account titled, “Chase Home Finance, LLC as
subservicer for JPMorgan Chase Bank, National Association in trust for ▇▇▇▇▇
Fargo Bank, N.A., as Trustee for Structured Asset Securities Corporation
Mortgage Pass Through Certificates, Series 2007-BC1” and referred to herein as
the “Custodial Account.” The Custodial Account shall be an Eligible Deposit
Account established with an Eligible Institution. Any funds deposited in
the
Custodial Account may be invested in Eligible Investments subject to the
provisions of Section 3.10 hereof. Funds deposited in the Custodial Account
may
be drawn on by the Servicer in accordance with Section 3.04(a) hereof. The
creation of the Custodial Account shall be evidenced by a letter agreement
in
the form of Exhibit B. No later than 30 days after the Closing Date, a copy
of
such certification or letter agreement shall be furnished to the Trustee,
the
Master Servicer, the NIMS Insurer and, upon request, to any subsequent owner
of
the Mortgage Loans.
20
(b) The
Servicer shall deposit in the Custodial Account within two (2) Business Days
of
receipt by the Servicer and retain therein, the following collections received
by the Servicer and payments made by the Servicer after the Cut-off Date
(other
than scheduled payments of principal and interest due on or before the Cut-off
Date) or the Servicing Transfer Date, as applicable:
(i) all
payments on account of principal on the Mortgage Loans, including all Principal
Prepayments and all Prepayment Charges;
(ii) all
payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;
(iii) all
Prepayment Charges;
(iv) all
Liquidation Proceeds;
(v) all
Insurance Proceeds including amounts required to be deposited pursuant to
Section 3.11 (other than proceeds to be held in the Escrow Account and applied
to the restoration and repair of the Mortgaged Property or released to the
Mortgagor in accordance with the related Mortgage Loan documents and the
Servicing Standard);
(vi) all
Condemnation Proceeds that are not applied to the restoration or repair of
the
Mortgaged Property or released to the Mortgagor in accordance with the related
Mortgage Loan documents and the Servicing Standard;
(vii) with
respect to each Principal Prepayment in full or in part, the Prepayment Interest
Shortfall Amount, if any, for the month of distribution. Such deposit shall
be
made from the Servicer’s own funds, without reimbursement therefor up to a
maximum amount per month of the General Servicing Fee actually received for
such
month for the Mortgage Loans;
(viii) all
Monthly Advances made by the Servicer pursuant to Section 4.03;
(ix) any
amounts received from the seller of a Mortgage Loan or any other person giving
representations and warranties with respect to the Mortgage Loan, in connection
with the repurchase of any Mortgage Loan;
(x) any
amounts required to be deposited by the Servicer pursuant to Section 3.11
in
connection with the deductible clause in any blanket hazard insurance policy;
(xi) any
amounts received with respect to or related to any REO Property or REO
Disposition Proceeds;
(xii) any
amounts required to be deposited by the Servicer pursuant to Section 3.16
in
connection with any unpaid claims that are a result of a breach by the Servicer
or any Subservicer of the obligations hereunder or under the terms of a LPMI
or
PMI Policy; and
21
(xiii) any
other
amount required to be deposited in the Custodial Account pursuant to this
Agreement.
The
foregoing requirements for deposit into the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of the General Servicing Fee and
Ancillary Income need not be deposited by the Servicer into the Custodial
Account. Any interest paid on funds deposited in the Custodial Account by
the
depository institution shall accrue to the benefit of the Servicer and the
Servicer shall be entitled to retain and withdraw such interest from the
Custodial Account pursuant to Section 3.04. Additionally, any other benefit
derived from the Custodial Account associated with the receipt, disbursement
and
accumulation of principal, interest, taxes, hazard insurance, mortgage
insurance, etc. shall accrue to the Servicer.
Section
3.04. Permitted
Withdrawals From Custodial Account.
(a) The
Servicer shall, from time to time, withdraw funds from the Custodial Account
for
the following purposes:
(i) to
make
payments to the Master Servicer in the amounts and in the manner provided
for in
Section 4.01;
(ii) in
the
event the Servicer has elected not to retain the Chase Servicing Fee out
of any
Mortgagor payments on account of interest or other recovery of interest with
respect to a particular Mortgage Loan (including late collections of interest
on
such Mortgage Loan, or interest portions of Insurance Proceeds, Liquidation
Proceeds or Condemnation Proceeds) prior to the deposit of such Mortgagor
payment or recovery in the Custodial Account, to pay to itself the related
Chase
Servicing Fee from all such Mortgagor payments on account of interest or
other
such recovery for interest with respect to that Mortgage Loan;
(iii) to
reimburse itself for unreimbursed Monthly Advances and Servicing Advances
and
unpaid Chase Servicing Fees and to reimburse the Seller for any unpaid Seller
Remittance Amount, the Servicer’s right to reimburse itself and pay the Seller
the Seller Remittance Amount pursuant to this subclause (iii) with respect
to
any Mortgage Loan being limited to related Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds and other amounts
received in respect of the related REO Property, and such other amounts as
may
be collected by the Servicer from the Mortgagor or otherwise relating to
such
Mortgage Loan, it being understood that, in the case of any such reimbursement,
the Servicer’s right to reimburse itself and pay the Seller the Seller
Remittance Amount shall be prior to the rights of the Trust Fund;
(iv) to
reimburse itself following a final liquidation of a Mortgage Loan for any
previously unreimbursed Servicing Advances made by the Servicer that it
determines are Nonrecoverable Advances and any unpaid Chase Servicing Fees
and
to reimburse the Seller for any unpaid Seller Remittance Amount, it being
understood, in the case of each such reimbursement, that the Seller’s right to
reimburse itself and to pay the Seller the Seller Remittance Amount shall
be
prior to the rights of the Trust Fund;
22
(v) with
respect to each Prepayment Period in full, the Prepayment Interest Excess
Amount, if any, for the month of distribution;
(vi) to
pay
itself interest on funds deposited in the Custodial Account;
(vii) to
transfer funds to another Eligible Institution in accordance with Section
3.11
hereof;
(viii) to
invest
funds in certain Eligible Investments in accordance with Section 3.11
hereof;
(ix) with
respect to each LPMI Loan, an amount equal to the related LPMI Fee to make
payment of premiums due under the LPMI Policy;
(x) to
withdraw funds deposited in error; and
(xi) to
clear
and terminate the Custodial Account upon the termination of this
Agreement.
Section
3.05. Establishment
of and Deposits to Escrow Account.
The
Servicer shall segregate and hold all funds collected and received pursuant
to a
Mortgage Loan constituting Escrow Payments separate and apart from any of
its
own funds and general assets and
shall
establish and maintain one or more Escrow Accounts, in the form of time deposit
or demand accounts, titled, “Chase Home Finance, LLC as subservicer for JPMorgan
Chase Bank, National Association in trust for ▇▇▇▇▇ Fargo Bank, N.A., as
Trustee
for the Structured Asset Securities Corporation Mortgage Pass Through
Certificates, Series 2007-BC1 and various mortgagors.” The Escrow Accounts shall
be Eligible Accounts established with an Eligible Institution in a manner
that
shall provide maximum available insurance thereunder. Nothing herein shall
require the Servicer to compel a mortgagor to establish an Escrow Account
in
violation of applicable law. Funds deposited in the Escrow Account may be
drawn
on by the Servicer in accordance with Section 3.06. The creation of any Escrow
Account shall be evidenced by a letter agreement in the form of Exhibit C
hereto. No later than 30 days after the Closing Date, a copy of such
certification or letter agreement shall be furnished to the Master Servicer
and,
if required, the NIMS Insurer.
The
Servicer shall deposit in the Escrow Account or Accounts, within two (2)
Business Days of receipt by the Servicer, and retain therein:
(i) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose
of
effecting timely payment of any such items as required under the terms of
this
Agreement; and
(ii) all
amounts representing Insurance Proceeds or Condemnation Proceeds which are
to be
applied to the restoration or repair of any Mortgaged Property.
23
The
Servicer shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, as set forth in Section 3.06.
The
Servicer shall be entitled to retain any interest paid on funds deposited
in the
Escrow Account by the depository institution, other than interest on escrowed
funds required by law to be paid to the Mortgagor. To the extent required
by
law, the Servicer shall pay interest on escrowed funds to the Mortgagor
notwithstanding that the Escrow Account may be non-interest bearing or that
interest paid thereon is insufficient for such purposes.
Section
3.06. Permitted
Withdrawals From Escrow Account.
Withdrawals
from the Escrow Account or Accounts may be made by the Servicer
only:
(i) to
effect
timely payments of ground rents, taxes, assessments, water rates, mortgage
insurance premiums, condominium charges, fire and hazard insurance premiums
or
other items constituting Escrow Payments for the related Mortgage;
(ii) to
reimburse the Servicer for any Servicing Advance made by the Servicer with
respect to a related Mortgage Loan, but only from amounts received on the
related Mortgage Loan which represent late collections of Escrow Payments
thereunder;
(iii) to
refund
to any Mortgagor any funds found to be in excess of the amounts required
under
the terms of the related Mortgage Loan;
(iv) to
the
extent permitted by applicable law, for transfer to the Custodial Account
and
application to reduce the principal balance of the Mortgage Loan in accordance
with the terms of the related Mortgage and Mortgage Note;
(v) for
application to restoration or repair of the Mortgaged Property in accordance
with Section 3.15;
(vi) to
pay to
the Servicer, or any Mortgagor to the extent required by law, any interest
paid
on the funds deposited in the Escrow Account; and
(vii) to
clear
and terminate the Escrow Account on the termination of this
Agreement.
The
Servicer will be responsible for the administration of the Escrow Accounts
and
will be obligated to make Servicing Advances to the Escrow Account in respect
of
its obligations under this Section 3.06, reimbursable from the Escrow Accounts
or Custodial Account to the extent not collected from the related Mortgagor,
anything to the contrary notwithstanding, when and as necessary to avoid
the
lapse of insurance coverage on the Mortgaged Property, or which the Servicer
knows, or in servicing the Mortgage Loans in accordance with the Servicing
Standard should know, is necessary to avoid the loss of the Mortgaged Property
due to a tax sale or the foreclosure as a result of a tax lien. If any such
payment has not been made and the Servicer receives notice of a tax lien
with
respect to the Mortgage being imposed, the Servicer will advance or cause
to be
advanced funds necessary to discharge such lien on the Mortgaged Property
in
order to prevent loss of title to the Mortgaged Property.
24
Section
3.07. Notification
of Adjustments.
With
respect to each adjustable rate Mortgage Loan, the Servicer shall adjust
the
Mortgage Interest Rate on the related interest rate adjustment date and shall
adjust the Monthly Payment on the related mortgage payment adjustment date,
if
applicable, in compliance with the requirements of applicable law and the
related Mortgage and Mortgage Note. The Servicer shall execute and deliver
any
and all necessary notices required under applicable law and the terms of
the
related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and
Monthly Payment adjustments. The Servicer shall promptly, upon written request
therefor, deliver to the Master Servicer such notifications and any additional
applicable data regarding such adjustments and the methods used to calculate
and
implement such adjustments. Upon the discovery by the Servicer or the receipt
of
notice from the Master Servicer that the Servicer has failed to adjust a
Mortgage Interest Rate or Monthly Payment in accordance with the terms of
the
related Mortgage Note, the Servicer shall immediately deposit in
the
Custodial Account from its own funds the amount of any interest loss or deferral
caused the Seller thereby.
Section
3.08. Completion
and Recordation of Assignment of Mortgage.
To
the
extent permitted by applicable law, each of the Assignments of Mortgage is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any
or
all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere. The cost of any such recordation by
the
Servicer shall be borne by the Seller.
Section
3.09. Payment
of Taxes, Insurance and Other Charges.
(a) With
respect to each Mortgage Loan which provides for Escrow Payments, the Servicer
shall maintain accurate records reflecting the status of ground rents, taxes,
assessments, water rates, sewer rents, and other charges which are or may
become
a lien upon the Mortgaged Property and the status of fire and hazard insurance
coverage and shall obtain, from time to time, all bills for the payment of
such
charges (including renewal premiums) (“Property
Charges”)
and
shall effect payment thereof prior to the applicable penalty or termination
date, employing for such purpose deposits of the Mortgagor in the Escrow
Account
which shall have been estimated and accumulated by the Servicer in amounts
sufficient for such purposes, as allowed under the terms of the Mortgage.
The
Servicer shall effect timely payment of all such charges irrespective of
each
Mortgagor’s faithful performance in the payment of the same or the making of the
Escrow Payments.
(b) To
the
extent that a Mortgage Loan does not provide for Escrow Payments, the Servicer
shall make advances from its own funds to effect payment
of all Property Charges upon receipt of notice of any failure to pay on the
part
of the Mortgagor, or at such other time as the Servicer determines to be
in the
best interest of the Trust Fund, provided
that in
any event the Servicer shall pay such charges on or before any date by which
payment is necessary to preserve the lien status of the Mortgage. The Servicer
shall pay any late fee or penalty which is payable due to any delay in payment
of any Property Charge to avoid a loss of the Mortgaged Property.
25
Section
3.10. Protection
of Accounts.
The
Servicer may transfer the Custodial Account or any Escrow Account to a different
Eligible Institution from time to time; provided
that in
the event the Custodial Account or any Escrow Account is held in a depository
institution or trust company that ceases to be an Eligible Institution, the
Servicer shall transfer such Custodial Account or Escrow Account, as the
case
may be, to an Eligible Institution. Such transfer shall be made only upon
obtaining the consent of the NIMS Insurer, which consent shall not be withheld
unreasonably, and the Servicer shall give notice to the Master Servicer of
any
change in the location of the Custodial Account or Escrow Account no later
than
30 days after any such transfer is made and deliver to the Master Servicer
and
the NIMS Insurer a certification notice in the form of Exhibit B or Exhibit
C,
as applicable, with respect to such Eligible Institution.
The
Servicer shall bear any expenses, losses or damages sustained by the Master
Servicer or the Trustee if the Custodial Account and/or the Escrow Account
are
not demand deposit accounts.
Amounts
on deposit in the Custodial Account may at the option of the Servicer be
invested in Eligible Investments. Any such Eligible Investment shall mature
no
later than one (1) Business Day prior to the Remittance Date in each month;
provided,
however,
that if
such Eligible Investment is an obligation of an Eligible Institution (other
than
the Servicer) that maintains the Custodial Account, then such Eligible
Investment may mature on the related Remittance Date. Any such Eligible
Investment shall be made in the name of the Servicer in trust for the benefit
of
the Trustee. All income on or gain realized from any such Eligible Investment
shall be for the benefit of the Servicer and may be withdrawn at any time
by the
Servicer. Any losses incurred in respect of any such investment shall be
deposited in the Custodial Account, by the Servicer out of its own funds
immediately as realized.
Section
3.11. Maintenance
of Hazard Insurance.
The
Servicer shall cause to be maintained for each Mortgage Loan hazard insurance
such that all buildings upon the Mortgaged Property are insured by a generally
acceptable insurer acceptable under the Servicing Standard against loss by
fire,
hazards of extended coverage and such other hazards as are customary in the
area
where the Mortgaged Property is located, in an amount which is at least equal
to
the lesser of (i) the maximum insurable value of the improvements securing
such
Mortgage Loan and (ii) the greater of (a) the outstanding principal balance
of
the Mortgage Loan and (b) an amount such that the proceeds thereof shall
be
sufficient to prevent the Mortgagor or the loss payee from becoming a
co-insurer.
If
upon
origination of the Mortgage Loan, the related Mortgaged Property was located
in
an area identified in the Federal Register by the Flood Emergency Management
Agency as having special flood hazards (and such flood insurance has been
made
available) a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration is in effect with a generally
acceptable insurance carrier acceptable under the Servicing Standard in an
amount representing coverage equal to the lesser of (i) the minimum amount
required, under the terms of coverage, to compensate for any damage or loss
on a
replacement cost basis (or the unpaid balance of the mortgage if replacement
cost coverage is not available for the type of building insured) and (ii)
the
maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If at any time during the term of the
Mortgage Loan, the Servicer determines in accordance with applicable law
and
pursuant to the Servicing Standard that a Mortgaged Property is located in
a
special flood hazard area and is not covered by flood insurance or is covered
in
an amount less than the amount required by the Flood Disaster Protection
Act of
1973, as amended, the Servicer shall notify the related Mortgagor that the
Mortgagor must obtain such flood insurance coverage, and if said Mortgagor
fails
to obtain the required flood insurance coverage within thirty (30) days after
such notification, the Servicer shall immediately force place the required
flood
insurance on the Mortgagor’s behalf.
26
The
Servicer shall cause to be maintained on each Mortgaged Property such other
or
additional insurance as may be required pursuant to such applicable laws
and
regulations as shall at any time be in force and as shall require such
additional insurance, or pursuant to the requirements of any private mortgage
guaranty insurer, or as may be required to conform with the Servicing
Standard.
In
the
event that the Master Servicer or the Servicer shall determine that the
Mortgaged Property should be insured against loss or damage by hazards and
risks
not covered by the insurance required to be maintained by the Mortgagor pursuant
to the terms of the Mortgage, the Servicer shall communicate and consult
with
the Mortgagor with respect to the need for such insurance and bring to the
Mortgagor’s attention the desirability of protection of the Mortgaged
Property.
All
policies required hereunder shall name the Servicer as loss payee and shall
be
endorsed with standard or union mortgagee clauses, without contribution,
which
shall provide for at least 30 days prior written notice of any cancellation,
reduction in amount or material change in coverage.
The
Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting
either his insurance carrier or agent, provided,
however,
that
the Servicer shall not accept any such insurance policies from insurance
companies unless such companies are generally acceptable under the Servicing
Standard. The Servicer shall determine that such policies provide sufficient
risk coverage and amounts, that they insure the property owner, and that
they
properly describe the property address. The Servicer shall furnish to the
Mortgagor a formal notice of expiration of any such insurance in sufficient
time
for the Mortgagor to arrange for renewal coverage by the expiration
date.
Pursuant
to Section 3.04, any amounts collected by the Servicer under any such policies
(other than amounts to be deposited in the Escrow Account and applied to
the
restoration or repair of the related Mortgaged Property, or property acquired
in
liquidation of the Mortgage Loan, or to be released to the Mortgagor, in
accordance with the Servicer’s normal servicing procedures as specified in
Section 3.15) shall be deposited in the Custodial Account subject to withdrawal
pursuant to Section 3.06.
27
Notwithstanding
anything set forth in the preceding paragraph, the Servicer agrees to indemnify
the Trustee, the NIMS Insurer, the Certificateholders, the Master Servicer
and
the Trust Fund for any claims, losses, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, fees and expenses
that any such indemnified party may sustain in any way related to the failure
of
the Mortgagor (or the Servicer) to maintain hazard insurance or flood insurance
with respect to the related Mortgaged Property which complies with the
requirements of this section.
Section
3.12. Maintenance
of Mortgage Impairment Insurance.
In
the
event that the Servicer shall obtain and maintain a blanket policy insuring
against losses arising from fire and hazards covered under extended coverage
on
all of the Mortgage Loans, then, to the extent such policy provides coverage
in
an amount equal to the amount required pursuant to Section 3.11 and otherwise
complies with all other requirements of Section 3.11, it shall conclusively
be
deemed to have satisfied its obligations as set forth in Section 3.11. Any
amounts collected by the Servicer under any such policy relating to a Mortgage
Loan shall be deposited in the Custodial Account subject to withdrawal pursuant
to Section 3.05. Such policy may contain a deductible clause, in which case,
in
the event that there shall not have been maintained on the related Mortgaged
Property a policy complying with Section 3.11, and there shall have been
a loss
which would have been covered by such policy, the Servicer shall deposit
in the
Custodial Account at the time of such loss the amount not otherwise payable
under the blanket policy because of such deductible clause, such amount to
deposited from the Servicer’s funds, without reimbursement therefor. Upon
request of the Master Servicer, the Trustee or the NIMS Insurer, the Servicer
shall cause to be delivered to such person a certified true copy of such
policy
and a statement from the insurer thereunder that such policy shall in no
event
be terminated or materially modified without 30 days’ prior written notice to
the Master Servicer, the Trustee and the NIMS Insurer.
Section
3.13. Maintenance
of Fidelity Bond and Errors and Omissions Insurance.
The
Servicer shall maintain with a carrier generally acceptable under the Servicing
Standard, at its own expense, a blanket Fidelity Bond and an Errors and
Omissions Insurance Policy, with broad coverage on all officers, employees
or
other persons acting in any capacity requiring such persons to handle funds,
money, documents or papers relating to the Mortgage Loans (“Servicer
Employees”).
Any
such Fidelity Bond and Errors and Omissions Insurance Policy shall be in
the
form of the Mortgage Banker’s Blanket Bond and shall protect and insure the
Servicer against losses, including forgery, theft, embezzlement, fraud, errors
and omissions and negligent acts of such Servicer Employees. Such Fidelity
Bond
and Errors and Omissions Insurance Policy also shall protect and insure the
Servicer against losses in connection with the release or satisfaction of
a
Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 3.13 requiring such Fidelity
Bond
and Errors and Omissions Insurance Policy shall diminish or relieve the Servicer
from its duties and obligations as set forth in this Agreement. The minimum
coverage under any such bond and insurance policy shall be at least equal
to the
corresponding amounts required by the Servicer. Upon the request of the Master
Servicer, the Trustee or the NIMS Insurer, the Servicer shall cause to be
delivered to such party a certified true copy of such fidelity bond and
insurance policy and a statement from the surety and the insurer that such
fidelity bond and insurance policy shall in no event be terminated or materially
modified without 30 days’ prior written notice to the Master Servicer, the
Trustee and the NIMS Insurer.
28
Section
3.14. Inspections.
The
Servicer shall inspect the Mortgaged Property as often as deemed necessary
by
the Servicer under the Servicing Standard to assure itself that the value
of the
Mortgaged Property is being preserved. In addition, the Servicer shall inspect
the Mortgaged Property and/or take such other actions as may be necessary
or
appropriate in accordance with the Servicing Standard or as may be required
by
the primary mortgage guaranty insurer. The Servicer shall keep a written
report
of each such inspection.
Section
3.15. Restoration
of Mortgaged Property.
The
Servicer need not obtain the approval of the Master Servicer or the Trustee
prior to releasing any Insurance Proceeds or Condemnation Proceeds to the
Mortgagor to be applied to the restoration or repair of the Mortgaged Property
if such release is in accordance with the Servicing Standard. At a minimum,
the
Servicer shall comply with the following conditions in connection with any
such
release of Insurance Proceeds or Condemnation Proceeds:
(i) the
Servicer shall receive satisfactory independent verification of completion
of
repairs and issuance of any required approvals with respect thereto;
(ii) the
Servicer shall take all steps necessary to preserve the priority of the lien
of
the Mortgage, including, but not limited to requiring waivers with respect
to
mechanics’ and materialmen’s liens; and
(iii) pending
repairs or restoration, the Servicer shall place the Insurance Proceeds or
Condemnation Proceeds in the Escrow Account.
Section
3.16. Maintenance
of PMI and/or LPMI Policy; Claims.
(a) The
Servicer shall comply with all provisions of applicable state and federal
law
relating to the cancellation of, or collection of premiums with respect to,
PMI
Policies, including, but not limited to, the provisions of the Homeowners
Protection Act of 1998, and all regulations promulgated thereunder, as amended
from time to time. The Servicer shall be obligated to make premium payments
with
respect to (i) LPMI Policies, to the extent of the LPMI Fee set forth on
the
Mortgage Loan Schedule with respect to any LPMI Loans, which shall be paid
out
of the interest portion of the related Monthly Payment or, if a Monthly Payment
is not made, from the Servicer’s own funds and (ii) PMI Policies required to be
maintained by the Mortgagor rather than the Seller, if the Mortgagor is required
but fails to pay any PMI Policy premium, which shall be paid from the Servicer’s
own funds. Any premium payments made by the Servicer from its own funds pursuant
to this Section 3.16(a) shall be recoverable by the Servicer as a Servicing
Advance, subject to the reimbursement provisions of Section 3.04(iii).
29
With
respect to each Mortgage Loan (other than LPMI Loans) with a loan-to-value
ratio
at origination in excess of 80%, the Servicer shall maintain or cause the
Mortgagor to maintain (to the extent that the Mortgage Loan requires the
Mortgagor to maintain such insurance) in full force and effect a PMI Policy,
and
shall pay or shall cause the Mortgagor to pay the premium thereon on a timely
basis, until the LTV of such Mortgage Loan is reduced to 80%. In the event
that
such PMI Policy shall be terminated, the Servicer shall obtain from another
Qualified Insurer a comparable replacement policy, with a total coverage
equal
to the remaining coverage of such terminated PMI Policy, at substantially
the
same fee level. The Servicer shall not take any action which would result
in
noncoverage under any applicable PMI Policy of any loss which, but for the
actions of the Servicer would have been covered thereunder. In connection
with
any assumption or substitution agreements entered into or to be entered into
with respect to a Mortgage Loan, the Servicer shall promptly notify the insurer
under the related PMI Policy, if any, of such assumption or substitution
of
liability in accordance with the terms of such PMI Policy and shall take
all
actions which may be required by such insurer as a condition to the continuation
of coverage under such PMI Policy. If such PMI Policy is terminated as a
result
of such assumption or substitution of liability, the Servicer shall obtain
a
replacement PMI Policy as provided above.
(b) With
respect to each Mortgage Loan covered by a PMI Policy or LPMI Policy, the
Servicer shall take all such actions on behalf of the Trustee as are necessary
to service, maintain and administer the related Mortgage Loan in accordance
with
such Policy and to enforce the rights under such Policy. Except as expressly
set
forth herein, the Servicer shall have full authority on behalf of the Trust
Fund
to do anything it deems appropriate or desirable in connection with the
servicing, maintenance and administration of such Policy; provided
that
the
Servicer shall not take any action to permit any modification or assumption
of a
Mortgage Loan covered by a LPMI or PMI Policy, or take any other action with
respect to such Mortgage Loan, which would result in non-coverage under such
Policy of any loss which, but for actions of any Servicer or the Subservicer,
would have been covered thereunder. If the Qualified Insurer fails to pay
a
claim under a LPMI or PMI Policy solely as a result of a breach by the Servicer
or Subservicer of its obligations hereunder or under such Policy, the Servicer
shall be required to deposit in the Custodial Account on or prior to the
next
succeeding Remittance Date an amount equal to such unpaid claim from its
own
funds without any rights to reimbursement from the Trust Fund. The Servicer
shall cooperate with the Qualified Insurers and shall furnish all reasonable
evidence and information in the possession of the Servicer to which the Servicer
has access with respect to the related Mortgage Loan; provided,
however,
notwithstanding anything to the contrary contained in any LPMI Policy or
PMI
Policy, the Servicer shall not be required to submit any reports to the related
Qualified Insurer until a reporting date that is at least 15 days after the
Servicer has received sufficient loan level information from the Seller to
appropriately code its servicing systems in accordance with the Qualified
Insurer’s requirements.
(c) In
connection with its activities as servicer, the Servicer agrees to prepare
and
present, on behalf of itself and the Trustee, claims to the Qualified Insurer
under any PMI Policy or LPMI Policy in a timely fashion in accordance with
the
terms of such PMI Policy or LPMI Policy and, in this regard, to take such
action
as shall be necessary to permit recovery under any PMI Policy or LPMI Policy
respecting a defaulted Mortgage Loan.
30
(d) The
Trustee shall furnish the Servicer with any powers of attorney and other
documents (within three (3) Business Days upon request from the Servicer)
in
form as provided to it necessary or appropriate to enable the Servicer to
service and administer any PMI or LPMI Policy; provided,
however,
that the
Trustee shall not be liable for the actions of the Servicer under such power
of
attorney.
(e) The
Servicer shall deposit into the Custodial Account pursuant to Section 3.03(v)
hereof all Insurance Proceeds received under the terms of a PMI Policy or
an
LPMI Policy.
(f) Notwithstanding
the provisions of (a) and (b) above, the Servicer shall not take any action
in
regard to any PMI Policy or LPMI Policy inconsistent with the interests of
the
Trustee or the Certificateholders or with the rights and interests of the
Trustee or the Certificateholders under this Agreement.
Section
3.17. Title,
Management and Disposition of REO Property.
In
the
event that title to any Mortgaged Property is acquired in foreclosure or
by deed
in lieu of foreclosure, the deed or certificate of sale shall be taken in
the
name of the Trustee or its nominee in trust for the benefit of the
Certificateholders, or in the event the Trustee is not authorized or permitted
to hold title to real property in the state where the REO Property is located,
or would be adversely affected under the “doing business” or tax laws of such
state by so holding title, the deed or certificate of sale shall be taken
in the
name of such Person or Persons as shall be consistent with an Opinion of
Counsel
obtained by the Servicer from any attorney duly licensed to practice law
in the
state where the REO Property is located. The Person or Persons holding such
title other than the Trustee shall acknowledge in writing that such title
is
being held as nominee for the Trustee.
The
Servicer shall manage, conserve, protect and operate each REO Property for
the
Trustee solely for the purpose of its prompt disposition and sale. The Servicer,
either itself or through an agent selected by the Servicer, shall manage,
conserve, protect and operate the REO Property in the same manner that it
manages, conserves, protects and operates other foreclosed property for its
own
account, and in the same manner that similar property in the same locality
as
the REO Property is managed. The Servicer shall attempt to sell the same
(and
may temporarily rent the same for a period not greater than one year, except
as
otherwise provided below) on such terms and conditions as the Servicer deems
to
be in the best interest of the Trustee and the Certificateholders.
If
the
Servicer hereafter becomes aware that a Mortgaged Property is an Environmental
Problem Property, the Servicer will notify the Master Servicer and the NIMS
Insurer of the existence of the Environmental Problem Property. Additionally,
the Servicer shall set forth in such notice a description of such problem,
a
recommendation to the Master Servicer and the NIMS Insurer relating to the
proposed action regarding the Environmental Problem Property, and the Servicer
shall carry out the recommendation set forth in such notice unless otherwise
directed by the NIMS Insurer in writing within five (5) days after its receipt
(or deemed receipt) of such notice in accordance with the terms and provisions
of Section 9.04 below. The Master Servicer shall be provided a copy of the
NIMS
Insurer’s instructions to the Servicer. Notwithstanding the foregoing, the
Servicer shall obtain the Master Servicer’s and the NIMS Insurer’s written
consent to any expenditures proposed to remediate Environmental Problem
Properties or to defend any claims associated with Environmental Problem
Properties if such expenses, in the aggregate, are expected to exceed $100,000.
Failure to provide written notice of disapproval of the expenditure within
five
(5) days of receipt (or deemed receipt) of such request for prepaid expenditures
shall be deemed an approval of such expenditure. The Master Servicer shall
be
provided with a copy of the NIMS Insurer’s instructions to the Servicer. If the
Servicer has received reliable instructions to the effect that a Property
is an
Environmental Problem Property (e.g., Servicer obtains a broker’s price opinion
which reveals the potential for such problem), the Servicer will not accept
a
deed-in-lieu of foreclosure upon any such Property without first obtaining
a
preliminary environmental investigation for the Property satisfactory to
the
NIMS Insurer.
31
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 provide a copy
of the
same to the NIMS Insurer, if required, and the Master Servicer) to the effect
that, under the REMIC Provisions and any relevant proposed legislation and
under
applicable state law, the applicable Trust REMIC may hold REO Property for
a
longer period without adversely affecting the REMIC status of such REMIC
or
causing the imposition of a federal or state tax upon such REMIC. If the
Servicer has received such an extension (and provided a copy of the same
to the
NIMS Insurer, if required, the Trustee and the Master Servicer), then the
Servicer shall continue to attempt to sell the REO Property for its fair
market
value for such period longer than three years as such extension permits (the
“Extended Period”). If the Servicer has not received such an extension and the
Servicer is unable to sell the REO Property within the period ending three
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, as acceptable
to the NIMS Insurer 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 (i) sign any document prepared and
delivered to it by the Servicer or (ii) take any other action, in each case
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 and the NIMS Insurer with respect to the imposition
of
any such taxes.
32
The
Servicer shall also maintain on each REO Property fire and hazard insurance
with
extended coverage in amount which is at least equal to the maximum insurable
value of the improvements which are a part of such property and, to the extent
required and available under the Flood Disaster Protection Act of 1973, as
amended, flood insurance in the amount required above.
The
proceeds of sale of the REO Property shall be promptly deposited in the
Custodial Account. As soon as practical thereafter the expenses of such sale
shall be paid and the Servicer shall reimburse itself for any related
unreimbursed Servicing Advances and reimburse the Seller for any unpaid Seller
Remittance Amount, unpaid Chase Servicing Fees and unreimbursed Monthly Advances
made pursuant to this Section or Section 4.03.
The
Servicer shall make advances of all funds necessary for the proper operation,
management and maintenance of the REO Property, including the cost of
maintaining any hazard insurance pursuant to Section 3.11, such advances
to be
reimbursed from the disposition or liquidation proceeds of the REO Property.
The
Servicer shall make monthly distributions on each Remittance Date to the
Master
Servicer of the net cash flow from the REO Property (which shall equal the
revenues from such REO Property net of the expenses described in this Section
3.17 and of any reserves reasonably required from time to time to be maintained
to satisfy anticipated liabilities for such expenses).
As
an
alternative to permitting a modification or effectuating a foreclosure or
other
conversion of the ownership of a Mortgaged Property, the Master Servicer
may, at
its option and as provided in the Trust Agreement, purchase any Mortgage
Loan
that has become one hundred and twenty (120) days or more delinquent in payment;
provided,
however,
that
(i) such Mortgage Loan has not been purchased by the NIMS Insurer pursuant
to
Section 6.06 or become subject to a special servicing agreement pursuant
to
Section 8.04, (ii) the Master Servicer promptly notifies the Servicer of
its
intention to purchase any such delinquent Mortgage Loan and (iii) the Master
Servicer shall exercise any such option to purchase a Mortgage Loan within
sixty
(60) days after any such Mortgage Loan has become one hundred and twenty
(120)
days delinquent.
Section
3.18. Real
Estate Owned Reports.
Together
with the statement furnished pursuant to Section 4.02, the Servicer shall
furnish to the Master Servicer, the Credit Risk Manager and, if required,
the
NIMS Insurer on or before the Remittance Date in each month a statement with
respect to any REO Property covering the operation of such REO Property for
the
previous month and the Servicer’s efforts in connection with the sale of such
REO Property and any rental of such REO Property incidental to the sale thereof
for the previous month. That statement shall be accompanied by such other
information as either the Master Servicer, the Credit Risk Manager or the
NIMS
Insurer shall reasonably request.
33
Section
3.19. Liquidation
Reports.
Upon
the
foreclosure sale of any Mortgaged Property or the acquisition thereof by
the
Trustee pursuant to a deed in lieu of foreclosure, the Servicer shall submit
to
the Trustee and the Master Servicer a monthly liquidation report with respect
to
such Mortgaged Property. In addition, the Servicer shall provide the Master
Servicer a report setting forth Servicing Advances and other expenses incurred
connection with the liquidation of any Mortgage Loan.
Section
3.20. Reports
of Foreclosures and Abandonments of Mortgaged Property.
Following
the foreclosure sale or abandonment of any Mortgaged Property, the Servicer
shall report such foreclosure or abandonment as required pursuant to Section
6050J of the Code.
Section
3.21. Prepayment
Charges.
The
Servicer or any designee of the Servicer shall not waive any Prepayment Charge
with respect to any Mortgage Loan which contains a Prepayment Charge which
prepays during the term of the charge. If the Servicer or its designee fails
to
collect the Prepayment Charge upon any prepayment of any Mortgage Loan which
contains a Prepayment Charge, the Servicer shall pay the Trust Fund at such
time
(by deposit to the Custodial Account) an amount equal to amount of the
Prepayment Charge which was not collected. Notwithstanding the above, the
Servicer or its designee may waive (and shall waive, in the case of (ii)(b),
(c)
and (d) below) a Prepayment Charge without paying the Trust Fund the amount
of
the Prepayment Charge if (i) the Mortgage Loan is in default (defined as
61 days
or more delinquent) and such waiver would maximize recovery of total proceeds
taking into account the value of such Prepayment Charge and the related Mortgage
Loan or (ii) if the prepayment is not a result of a refinancing by the Servicer
or any of its affiliates and (a) the Mortgage Loan is foreseen to be in default
and such waiver would maximize recovery of total proceeds taking into account
the value of such Prepayment Charge and the related Mortgage Loan, (b) the
collection of the Prepayment Charge would be in violation of applicable
laws,
(c) the
collection of such Prepayment Charge would be considered “predatory” pursuant to
written guidance published or issued by any applicable federal, state or
local
regulatory authority acting in its official capacity and having jurisdiction
over such matters or (d) notwithstanding any state or federal law to the
contrary, any Prepayment Charge in any instance when a Mortgage Loan is in
foreclosure.
Section
3.22. Compliance
with Safeguarding Customer Information Requirements.
The
Servicer has implemented and will maintain security measures designed to
meet
the objectives of the Interagency Guidelines Establishing Standards for
Safeguarding Customer Information published in final form on February 1,
2001,
66 Fed. Reg. 8616, and the rules promulgated thereunder, as amended from
time to
time (the “Guidelines”). The Servicer shall promptly provide the Seller
information regarding the implementation of such security measures upon the
reasonable request of the Seller.
34
ARTICLE
IV.
PAYMENTS
TO MASTER
SERVICER
Section
4.01. Remittances.
On
each
Remittance Date, no later than 4:00 p.m. New York City time, the Servicer
shall
remit on a scheduled/scheduled basis by wire transfer of immediately available
funds to the Master Servicer (a) all amounts deposited in the Custodial Account
as of the close of business on the last day of the related Due Period (net
of
charges against or withdrawals from the Custodial Account pursuant to Section
3.04), plus
(b)
all
Monthly Advances, if any, which the Servicer is obligated to make pursuant
to
Section 4.03, minus
(c) any
amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds or REO Disposition Proceeds received after
the
applicable Principal Prepayment Period, which amounts shall be remitted on
the
following Remittance Date, together with any additional interest required
to be
deposited in the Custodial Account in connection with such Principal Prepayment
in accordance with Section 3.03(vii), and minus
(d) any
amounts attributable to Monthly Payments collected but due on a Due Date
or Due
Dates subsequent to the first day of the month in which such Remittance Date
occurs, which amounts shall be remitted on the Remittance Date next succeeding
the Due Date related to such Monthly Payment.
With
respect to any remittance received by the Master Servicer after the Business
Day
on which such payment was due, the Servicer shall pay to the Master Servicer
interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus three percentage points, but
in no
event greater than the maximum amount permitted by applicable law. Such interest
shall be deposited in the Custodial Account by the Servicer on the date such
late payment is made and shall cover the period commencing with the day
following such second Business Day and ending with the Business Day on which
such payment is made, both inclusive. Such interest shall be remitted along
with
the distribution payable on the next succeeding Remittance Date. The payment
by
the Servicer of any such interest shall not be deemed an extension of time
for
payment or a waiver of any Event of Default by the Servicer.
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:
Bank
of
New York
ABA#:
▇▇▇-▇▇▇-▇▇▇
Account
Name: Aurora Loan Services LLC
Master
Servicing Payment Clearing Account
Account
Number: 8900620730
Beneficiary:
Aurora Loan Services LLC
For
further credit to: SASCO 2007-BC1
35
Section
4.02. Statements
to Master Servicer.
(a) Not
later
than the tenth (10th)
calendar day of each month (or if such tenth calendar day is not a Business
Day,
the immediately preceding Business Day), the Servicer shall furnish to the
Master Servicer and, if required, the NIMS Insurer (i) a monthly remittance
advice in the format set forth in Exhibit D-1 hereto (which remittance advice
shall include Principal Prepayments in full applied to the related Mortgage
Loan
on or after the fifteenth day of the month preceding the month of such reporting
date, but on or before the last day of the month preceding the month of such
reporting date), 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 a monthly loan loss report in the format
set
forth in Exhibit D-3 (or in such other format mutually agreed to between
the
Servicer and the Master Servicer) hereto and (ii) all such information required
pursuant to clause (i) above on a magnetic tape or other similar media
reasonably acceptable to the Master Servicer. The format of this monthly
reporting may be amended from time to time to the extent necessary to comply
with applicable law.
Such
monthly remittance advice shall also be accompanied with a supplemental report
provided to the Master Servicer, the Trustee, the NIMS Insurer, if required,
and
the Seller which includes on an aggregate basis for the previous calendar
month
(i) the amount of claims filed, (ii) the amount of any claim payments made,
(iii) the amount of claims denied or curtailed and (iv) policies cancelled
with
respect to those Mortgage Loans covered by any PMI Policy purchased by Seller
on
behalf of the Trust Fund. The Master Servicer will convert such data into
a
format acceptable to the Trustee and provide monthly reports to the Trustee
pursuant to the Trust Agreement;
provided, however,
notwithstanding anything to the contrary contained in a PMI Policy, the Servicer
shall not be required to submit any supplemental reports including the foregoing
data with respect to a PMI Policy until a reporting date that is at least
15
days after the Servicer has received sufficient loan level information from
Seller to appropriately code its servicing system in accordance with the
PMI
Insurer’s requirements.
Such
monthly remittance advice shall also be accompanied by a supplemental report
provided to the Master Servicer, the NIMS Insurer, if required, and the Seller
which includes on an aggregate basis for the previous calendar month (i)
the
amount of claims filed on any LPMI Policy, (ii) the amount of any claim payments
made on any LPMI Policy, (iii) the amount of claims denied or curtailed on
any
LPMI Policy and (iv) policies cancelled with respect to those Mortgage Loans
covered by any LPMI Policy purchased by the Seller on behalf of the Trust
Fund.
36
Not
later
than the sixteenth day of each month (or, if such sixteenth day is not a
Business Day, the immediately succeeding Business Day; provided that in no
event
may such reporting be delivered after the eighteenth day of each month),
the
Servicer shall furnish to the Master Servicer and the NIMS Insurer (a) a
monthly
payoff remittance advice regarding any Principal Prepayments in full applied
to
the related Mortgage Loan on or after the first day of the month of such
reporting date, but on or before the fourteenth day of the month of such
reporting date, containing such information and in such format as is mutually
acceptable to the Master Servicer and the Servicer, and in any event containing
sufficient information to permit the Master Servicer to properly report
Principal Prepayment in full information to the Trustee under the Trust
Agreement and (b) all such information required pursuant to clause (a) above
in
electronic format, on magnetic tape or other similar media reasonably acceptable
to the Master Servicer.
(b) In
addition, at the Master Servicer’s or Trustee’s request, not more than 60 days
after the end of each calendar year, commencing December 31, 2007, the Servicer
shall provide (as such information becomes reasonably available to the Servicer)
to the Master Servicer, the Trustee and, if required, the NIMS Insurer such
information concerning the Mortgage Loans and annual remittances to the Master
Servicer relating thereto as is necessary for the Trustee to prepare the
Trust
Fund’s federal income tax return and for any investor in the Certificates to
prepare any required tax return. Such obligation of the Servicer shall be
deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Servicer to the Master Servicer, the Trustee and
the
NIMS Insurer pursuant to any requirements of the Code as from time to time
are
in force. The Servicer shall also provide to the Trustee such information
as may
be requested by it and required for the completion of any tax reporting
responsibility of the Trustee within such reasonable time frame as shall
enable
the Trustee to timely file each Schedule Q (or other applicable tax report
or
return) required to be filed by it.
(c) The
Servicer shall promptly notify the Trustee, the Master Servicer and the
Depositor (i) of any legal proceedings pending against the Servicer of the
type
described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Servicer
shall become (but only to the extent not previously disclosed to the Trustee,
the NIMS Insurer, the Master Servicer and the Depositor) at any time an
affiliate of any of the parties listed on Exhibit J to this Agreement.
If
so
requested by the Trustee, Master Servicer or the Depositor on any date following
the date on which information was first provided to the Trustee, the NIMS
Insurer and the Depositor pursuant to the preceding sentence, the Servicer
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in Section 6.01(k)
or, if such a representation and warranty is not accurate as of the date
of such
request, provide reasonable adequate disclosure of the pertinent facts, in
writing, to the requesting party.
The
Servicer shall provide to the Trustee,
the NIMS Insurer, the Master Servicer and the Depositor
prompt
notice of the occurrence of any of the following: any event of default under
the
terms of this Agreement, any merger, consolidation or sale of substantially
all
of the assets of the Servicer, the Servicer’s engagement of any Subservicer (it
is understood and agreed that Chase Home Finance is a Subservicer as of the
date
hereof), Subcontractor or vendor to perform or assist in the performance
of any
of the Servicer’s obligations under this Agreement, any material litigation
involving the Servicer, and any affiliation or other significant relationship
between the Servicer and other transaction parties.
37
(d) Not
later
than the tenth calendar day of each month (or if such calendar day is not
a
Business Day, the immediately preceding Business Day), the Servicer shall
provide to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor
notice of the occurrence of any material modifications, extensions or waivers
of
terms, fees, penalties or payments relating to the Mortgage Loans during
the
related Due Period or that have cumulatively become material over time (Item
1121(a)(11) of Regulation AB) along with all information, data, and materials
related thereto as may be required to be included in the related Distribution
Report on Form 10-D.
Section
4.03. Monthly
Advances by Servicer.
On
each
Remittance Date, the Servicer shall deposit in the Custodial Account from
its
own funds or from amounts held for future distribution, or both, an amount
equal
to the Monthly Advance required for such Remittance Date. Any amounts held
for
future distribution and so used shall be replaced by the Servicer by deposit
in
the Custodial Account on or before any future Remittance Date if funds in
the
Custodial Account on such Remittance Date shall be less than remittances
to the
Master Servicer required to be made on such Remittance Date. The Servicer
shall
keep appropriate records of such amounts and will provide such records to
the
Master Servicer and the NIMS Insurer upon request.
The
Servicer’s obligation to make such Monthly Advances as to any Mortgage Loan will
continue through the last Monthly Payment due prior to the payment in full
of
the Mortgage Loan, or through the last Remittance Date prior to the Remittance
Date for the distribution of all Liquidation Proceeds and other payments
or
recoveries (including Insurance Proceeds and Condemnation Proceeds) with
respect
to the related Mortgage Loan.
Section
4.04. Due
Dates Other Than the First of the Month.
Mortgage
Loans having Due Dates other than the first day of a month shall be accounted
for as described in this Section 4.04. Any payment due on a day other than
the
first day of each month shall be considered due on the first day of the month
following the month in which that payment is due as if such payment were
due on
the first day of
said
month. For example, a payment due on February 15 shall be considered to be
due
on March 1 of said month. Any payment collected on a Mortgage Loan after
the
Cut-off Date shall be deposited in the Custodial Account. For Mortgage Loans
with Due Dates on the first day of a month, deposits to the Custodial Account
begin with the payment due on the first of the month following the Cut-off
Date.
Section
4.05. Credit
Reporting.
For
each
Mortgage Loan, in accordance with its current servicing practices, the Servicer
will accurately and fully report its underlying borrower credit files to
each of
three major national credit reporting agencies on a monthly basis in a timely
manner. In addition, with respect to any Mortgage Loan serviced for a ▇▇▇▇▇▇
▇▇▇
pool, the Servicer shall transmit full credit reporting data to each of such
credit repositories in accordance with ▇▇▇▇▇▇ Mae Guide Announcement 95-19
(November 20, 1995), a copy of which is attached hereto as Exhibit G, reporting
each of the following statuses, each month with respect to a Mortgage Loan
in a
▇▇▇▇▇▇ ▇▇▇ pool: New origination, current, delinquent (30-60-90-days, etc),
foreclosed or charged off.
38
ARTICLE
V.
GENERAL
SERVICING PROCEDURES
Section
5.01. Transfers
of Mortgaged Property.
The
Servicer shall use its best efforts to enforce any “due-on-sale” provision
contained in any Mortgage or Mortgage Note and to deny assumption by the
person
to whom the Mortgaged Property has been or is about to be sold whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains liable on the Mortgage and the Mortgage Note. When the Mortgaged
Property has been conveyed by the Mortgagor, the Servicer shall, to the extent
it has knowledge of such conveyance, exercise its rights to accelerate the
maturity of such Mortgage Loan under the “due-on-sale” clause applicable
thereto, provided,
however,
that
the Servicer shall not exercise such rights if prohibited by law from doing
so
or if the exercise of such rights would impair or threaten to impair any
recovery under the related LPMI Policy, if any.
If
the
Servicer reasonably believes it is unable under applicable law to enforce
such
“due-on-sale” clause, the Servicer shall enter into (i) an assumption and
modification agreement with the person to whom such property has been conveyed,
pursuant to which such person becomes liable under the Mortgage Note and
the
original Mortgagor remains liable thereon or (ii) in the event the Servicer
is
unable under applicable law to require that the original Mortgagor remain
liable
under the Mortgage Note and the Servicer has the prior consent of the primary
mortgage guaranty insurer, a substitution of liability agreement with the
seller
of the Mortgaged Property pursuant to which the original Mortgagor is released
from liability and the seller of the Mortgaged Property is substituted as
Mortgagor and becomes liable under the Mortgage Note. In connection with
any
such assumption, none of the Mortgage Interest Rate borne by the related
Mortgage Note, the term of the Mortgage Loan or the outstanding principal
amount
of the Mortgage Loan shall be changed.
To
the
extent that any Mortgage Loan is assumable, the Servicer shall inquire
diligently into the creditworthiness of the proposed transferee, and shall
use
the underwriting criteria for approving the credit of the proposed transferee
which are used by the Servicer, its affiliates or ▇▇▇▇▇▇ ▇▇▇ with respect
to
underwriting mortgage loans of the same type as the Mortgage Loans. If the
credit of the proposed transferee does not meet such underwriting criteria,
the
Servicer diligently shall, to the extent permitted by the Mortgage or the
Mortgage Note and by applicable law, accelerate the maturity of the Mortgage
Loan.
39
Section
5.02. Satisfaction
of Mortgages and Release of Mortgage Files.
Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary
for
such purposes, the Servicer shall notify the Master Servicer in the Monthly
Remittance Advice as provided in Section 4.02, and may request the release
of any Mortgage Loan Documents from the Seller in accordance with this
Section 5.02 hereof.
If
the
Servicer satisfies or releases a Mortgage without first having obtained payment
in full of the indebtedness secured by the Mortgage or should the Servicer
otherwise prejudice any rights the Seller, the Trustee or the Trust Fund
may
have under the mortgage instruments, the Servicer shall deposit into the
Custodial Account the entire outstanding principal balance, plus all accrued
interest on such Mortgage Loan, on the day preceding the Remittance Date
in the
month following the date of such release. The Servicer shall maintain the
Fidelity Bond and Errors and Omissions Insurance Policy as provided for in
Section 3.13 insuring the Servicer against any loss it may sustain with
respect to any Mortgage Loan not satisfied in accordance with the procedures
set
forth herein.
Section
5.03. Servicing
Compensation;
Seller Remittance Amount.
As
consideration for servicing the Mortgage Loans subject to this Agreement,
the
Servicer shall retain the relevant Chase Servicing Fee for each Mortgage
Loan
remaining subject to this Agreement during any month or part thereof. Such
Chase
Servicing Fee shall be payable monthly. Additional servicing compensation
in the
form of Ancillary Income shall be retained by the Servicer and is not required
to be deposited in the Custodial Account. The obligation of the Seller to
pay
the Chase Servicing Fee is limited to, and the Chase Servicing Fee is payable
solely from, the interest portion (including recoveries with respect to interest
from Liquidation Proceeds) of such Monthly Payment collected by the Servicer.
The aggregate of the Chase Servicing Fees payable to the Servicer for any
month
with respect to the Mortgage Loans shall be reduced by any Prepayment Interest
Shortfall Amount with respect to such month. Any amount of Prepayment Interest
Shortfall not so covered by the Chase Servicing Fee shall be paid from the
Seller Remittance Amount. Any Prepayment Interest Excess Amount shall be
retained by, or paid to, the Servicer as part of the Chase Servicing
Fee.
The
Servicer shall be entitled to recover any unpaid Chase Servicing Fee and
the
Seller shall be entitled to recover the Seller Remittance Amount, to the
extent
not remitted, out of Insurance Proceeds, Condemnation Proceeds, REO Disposition
Proceeds or Liquidation Proceeds to the extent permitted in Section 3.04
and out
of amounts derived from the operation and sale of an REO Property to the
extent
permitted by Section 3.17.
The
Servicer shall be required to pay all expenses incurred by it in connection
with
its servicing activities hereunder and shall not be entitled to reimbursement
thereof except as specifically provided for herein.
40
Section
5.04. Report
on Attestation of Compliance with Applicable Servicing Criteria.
On
or
before March 1st
of each
calendar year, beginning with March 1, 2008, the Servicer shall, at its own
expense, cause a firm of independent public accountants (who may also render
other services to Servicer), which is a member of the American Institute
of
Certified Public Accountants, to furnish to the Seller, the Trustee, the
Depositor, the NIMS Insurer and the Master Servicer (i) year-end audited
(if
available) financial statements of the Servicer and (ii) a report to the
effect
that such firm that attests to, and reports on, the assessment made by such
asserting party pursuant to Section 5.07 below, which report shall be made
in
accordance with standards for attestation engagements issued or adopted by
the
Public Company Accounting Oversight Board. In addition, on or before March
1st
of each
calendar year, beginning with March 1, 2007, the Servicer shall, at its own
expense, furnish to the Seller, the NIMS Insurer, the Trustee, the Depositor
and
Master Servicer a report meeting the requirements of clause (ii) above regarding
the attestation of any Subservicer or Subcontractor determined by the Servicer
to be “participating in the servicing function” within the meaning of Item 1122
of Regulation AB (each, without respect to any threshold limitations in
Instruction 2. to Item 1122 of Regulation AB, a “Participating
Entity”).
Section
5.05. Servicer
Compliance Statement.
(a) On
or
before March 1st
of each
year, beginning with March 1, 2008, the Servicer, at its own expense, will
deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor and the
Master Servicer with respect to the period ending on the immediately preceding
December 31, a Servicing Officer’s certificate substantially in the form of
Exhibit K hereto, stating, as to each signer thereof, that (1) a review of
the
activities of the Servicer during such preceding calendar year or portion
thereof and of its performance under this Agreement for such period has been
made under such Servicing Officer’s supervision and (2) to the best of such
officers’ knowledge, based on such review, the Servicer has fulfilled all of its
obligations under this Agreement in all material respects throughout such
year
(or applicable portion thereof), or, if there has been a failure to fulfill
any
such obligation in any material respect, specifically identifying each such
failure known to such Servicing Officer and the nature and status
thereof.
(b) For
so
long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended,
(“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, no later
than March 1st
of each
calendar year (or if not a Business Day, the immediately preceding Business
Day), beginning with March 1, 2008, a Servicing Officer shall execute and
deliver an Officer’s Certificate to the Master Servicer, the Trustee and the
Depositor for the benefit of the Trust Fund and the Master Servicer, the
Trustee
and the Depositor and their officers, directors and affiliates, substantially
and materially in the form of Exhibit E hereto.
(c) The
Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer,
the
Trustee, the Master Servicer, the Depositor and their respective officers,
directors, agents and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses solely and directly arising out of
or
based upon a breach by the Servicer or any of its officers, directors, agents
or
affiliates of its obligations under this Section 5.05.
41
Notwithstanding
the provisions set forth in this Agreement, the Servicer shall not be obligated
to provide any indemnification or reimbursement hereunder to any of the parties
described in Section 5.05 or any other party for any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments,
and
any other costs, fees and expenses that any of them may sustain which are
indirect, consequential, punitive or special in nature.
Section
5.06. Inspection.
The
Servicer shall provide the Trustee, the Master Servicer and the NIMS Insurer,
upon five (5) Business Days’ advance notice, during normal business hours,
access to all records maintained by the Servicer in respect of its rights
and
obligations hereunder and access to officers of the Servicer responsible
for
such obligations. Upon request, the Servicer shall furnish to the Trustee,
the
Master Servicer and the NIMS Insurer its most recent publicly available
financial statements and such other information relating to its capacity
to
perform its obligations under this Agreement.
Section
5.07. Report
on Assessment of Compliance with Applicable Servicing Criteria.
On
or
before March 1st
of each
calendar year, beginning with March 1, 2008, the Servicer shall deliver to
the
Seller, the Trustee, the NIMS Insurer, the Master Servicer and the Depositor
a
report regarding its assessment of compliance with the servicing criteria
identified in Exhibit I attached hereto, as of and for the fiscal year of
the
Trust (which, unless otherwise identified to the Servicer in writing, shall
be
the Calendar Year) for the year prior to the year of delivery of the report,
with respect to asset-backed security transactions taken as a whole that
are
backed by the same asset type backing such asset-backed securities. Each
such
report shall include (a) a statement of the party’s responsibility for assessing
compliance with the servicing criteria applicable to such party, (b) a statement
that such party used the criteria identified in Item 1122(d) of Regulation
AB (§
229.1122(d)) to assess compliance with the applicable servicing criteria,
(c)
disclosure of any material instance of noncompliance identified by such party,
and (d) a statement that a registered public accounting firm has issued an
attestation report on such party’s assessment of compliance with the applicable
servicing criteria, which report shall be delivered by the Servicer as provided
in Section 5.04.
ARTICLE
VI.
REPRESENTATIONS,
WARRANTIES AND AGREEMENTS
Section
6.01. Representations,
Warranties and Agreements of the Servicer.
The
Servicer, as a condition to the consummation of the transactions contemplated
hereby, hereby makes the following representations and warranties to the
Seller,
the Master Servicer, the Depositor and the Trustee, as of the Closing
Date:
(a) Due
Organization and Authority.
The
Servicer is a national banking association duly organized, validly existing
and
in good standing under the laws of the United States of America and has all
licenses necessary to carry on its business as now being conducted and is
licensed, qualified and in good standing in each state where a Mortgaged
Property is located if the laws of such state require licensing or qualification
in order to conduct business of the type conducted by the Servicer, and in
any
event the Servicer is in compliance with the laws of any such state to the
extent necessary to ensure the enforceability of the terms of this Agreement;
the Servicer has the full corporate power and authority to execute and deliver
this Agreement and to perform in accordance herewith; the execution, delivery
and performance of this Agreement (including all instruments of transfer
to be
delivered pursuant to this Agreement) by the Servicer and the consummation
of
the transactions contemplated hereby have been duly and validly authorized;
this
Agreement evidences the valid, binding and enforceable obligation of the
Servicer (except to the extent bankruptcy, insolvency, reorganization,
fraudulent conveyance, or similar laws affect the enforcement of creditors’
rights generally) and all requisite corporate action has been taken by the
Servicer to make this Agreement valid and binding upon the Servicer in
accordance with its terms;
42
(b) Ordinary
Course of Business.
The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Servicer;
(c) No
Conflicts.
Neither
the execution and delivery of this Agreement, the acquisition of the servicing
responsibilities by the Servicer or the transactions contemplated hereby,
nor
the fulfillment of or compliance with the terms and conditions of this
Agreement, will (i) conflict with or result in a breach of any of the terms,
conditions or provisions of the Servicer’s charter or by-laws or any legal
restriction or any agreement or instrument to which the Servicer is now a
party
or by which it is bound, (ii) constitute a default under any of the foregoing,
(iii) result in an acceleration under any of the foregoing, (iv) result in
the
violation of any law, rule, regulation, order, judgment or decree to which
the
Servicer or its property is subject or (v) impair the ability of the Servicer
to
service the Mortgage Loans, or impair the value of the Mortgage
Loans;
(d) Ability
to Perform.
The
Servicer does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this
Agreement;
(e) No
Litigation Pending.
There
is no action, suit, proceeding or investigation pending (or known to be
contemplated) or, to the Servicer’s knowledge, threatened against the Servicer
or any Subservicer which, either in any one instance or in the aggregate,
may
result in any material adverse change in the business, operations, financial
condition, properties or assets of the Servicer or any Subservicer, or in
any
material impairment of the right or ability of the Servicer or any Subservicer
to carry on its business substantially as now conducted, or in any material
liability on the part of the Servicer or any Subservicer, or which would
draw
into question the validity of this Agreement or of any action taken or to
be
taken in connection with the obligations of the Servicer contemplated herein,
or
which would be likely to impair materially the ability of the Servicer to
perform under the terms of this Agreement;
(f) No
Consent Required.
No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Servicer
of
or compliance by the Servicer with this Agreement, or if required, such approval
has been obtained prior to the Closing Date;
43
(g) No
Default.
The
Servicer is not in default, and no event or condition exists that after the
giving of notice or lapse of time or both, would constitute an event of default
under any material mortgage, indenture, contract, agreement, judgment, or
other
undertaking, to which the Servicer is a party or which purports to be binding
upon it or upon any of its assets, which default could impair materially
the
ability of the Servicer to perform under the terms of this
Agreement;
(h) Ability
to Service.
The
Servicer is an approved seller/servicer of conventional residential mortgage
loans for ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac, with the facilities, procedures and
experienced personnel necessary for the sound servicing of mortgage loans
of the
same type as the Mortgage Loans. The Servicer is in
good
standing to service mortgage loans for either ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac,
and no
event has occurred, including but not limited to a change in insurance coverage,
which would make the Servicer unable to comply with either ▇▇▇▇▇▇ Mae or
▇▇▇▇▇▇▇
Mac eligibility requirements or which would require notification to either
of
▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac;
(i) No
Untrue Information.
Neither
this Agreement nor any statement, report or other document furnished or to
be
furnished pursuant to this Agreement or in connection with the transactions
contemplated hereby contains any untrue statement of a material fact or omits
to
state a material fact necessary to make the statements contained therein
not
misleading; and
(j) No
Commissions to Third Parties.
The
Servicer has not dealt with any broker or agent or anyone else who might
be
entitled to a fee or commission in connection with this transaction other
than
the Seller.
(k) Additional
Representations and Warranties of the Servicer.
Except
as disclosed in writing to the Seller, the Master Servicer, the Depositor
and
the Trustee prior to the Closing Date: (i)
the
Servicer is not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as to any
other
securitization due to any act or failure to act of the Servicer; (ii)
the
Servicer has not been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a
servicing performance test or trigger; (iii) no
material noncompliance
with the applicable servicing criteria with respect to other securitizations
of
residential mortgage loans involving the Servicer as servicer
has been
disclosed or reported by the Servicer; (iv) no material
changes to the Servicer’s policies or procedures with respect to the servicing
function it will perform under this Agreement for mortgage loans of a type
similar to the Mortgage Loans
have
occurred during the three-year period immediately preceding the Closing Date;
(v) there are no aspects of the Servicer’s financial condition that could have a
material adverse effect on the performance by the
Servicer of its servicing obligations under this Agreement
and (vi)
there are no affiliations, relationships or transactions relating to the
Servicer or any Subservicer with any party listed on Exhibit J hereto or
its
affiliates.
Section
6.02. Remedies
for Breach of Representations and Warranties of the Servicer.
It
is
understood and agreed that the representations and warranties set forth in
Section 6.01
shall survive the engagement of the Servicer to perform the servicing
responsibilities as of the Closing Date hereunder and the delivery of the
Servicing Files to the Servicer and shall inure to the benefit of the Seller,
the Depositor, the Master Servicer, the NIMS Insurer and the Trustee. Upon
discovery by either the Servicer, the Seller, the Depositor, the Master
Servicer, the NIMS Insurer 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 interests of the Seller, the Depositor,
the
Master Servicer, the NIMS Insurer or the Trustee, the party discovering such
breach shall give prompt written notice to the other.
44
Within
60
days of (or, in the case of any breach of a representation or warranty set
forth
in Section 6.01(k), such period as set forth in Section 8.01(a)(ii) the
earlier of either discovery by or notice to the Servicer of any breach of
a
representation or warranty set forth in Section 6.01 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 Mortgage 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, the NIM Insurer’s
or the Master Servicer’s option, assign the Servicer’s rights and obligations
under this Agreement (or respecting the affected Mortgage Loans) to a successor
servicer. Such assignment shall be made in accordance with Sections 9.01
and
9.02.
In
addition, the Servicer shall indemnify the Seller, the Master Servicer, the
Trustee and the NIMS Insurer (and each of their respective directors, officers,
employees and agents) and hold each of them harmless against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments, and other costs and expenses 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 Section
6.01.
Any
cause
of action against the Servicer relating to or arising out of the breach of
any
representations and warranties made in Section 6.01 shall accrue upon (i)
discovery of such breach by the Servicer or notice thereof by the Master
Servicer, the Depositor or the Trustee 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 Master Servicer, the NIMS Insurer or the Trustee
for
compliance with this Agreement.
Section
6.03. Additional
Indemnification by the Servicer.
The
Servicer shall indemnify the Seller, the Depositor, the Trustee, the Master
Servicer, the NIMS Insurer, the Trust Fund and each of their respective
directors, officers, employees and agents and the Trust Fund (each, an
“Indemnified Party”) and shall hold each of them harmless from and against any
losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any
of
them may sustain solely and directly arising out of or based upon:
(A) any
failure by the Servicer, any Subservicer or any Subcontractor to deliver
any
information, report, certification, accountants’ letter or other material when
and as required under this Agreement, including any report under
Sections 5.04, 5.05 and 5.07 or any failure by the Servicer to identify
pursuant to Section 7.04(c) any Subcontractor that is a Participating
Entity; or
45
(B) the
failure of the Servicer to perform its duties and service the Mortgage Loans
in
material compliance with the terms of this Agreement.
In
the
case of any failure of performance described in clause (A) of this Section
6.03,
the Servicer shall promptly reimburse the Trustee, the Master Servicer or
the
Depositor, as applicable, and each Person responsible for the preparation,
execution or filing of any report required to be filed with the Commission
with
respect to the transaction relating to this Agreement, or for execution of
a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to this transaction, for all costs reasonably incurred by
each
such party in order to obtain the information, report, certification,
accountants’ letter or other material not delivered as required by the Servicer,
any Subservicer or any Subcontractor; provided,
however, the
Servicer shall not be obligated to provide any indemnification or reimbursement
in the case of any failure of performance described in clause (A) of this
Section 6.03 to any of the parties described in this Section 6.03 for any
losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any
of
them may sustain which are indirect, consequential, punitive or special in
nature.
The
Servicer shall immediately notify the Seller, the Master Servicer, the
Depositor, the Trustee, the NIMS Insurer or the Trust Fund if a claim is
made by
a third party with respect to this Agreement or the Mortgage Loans
that may
result in such Liabilities, and the Servicer shall assume (with the prior
written consent of the indemnified party) the defense of any such claim and
pay
all expenses in connection therewith, including counsel fees, promptly pay,
discharge and satisfy any judgment or decree which may be entered against
it or
any indemnified party in respect of such claim and follow any written
instructions received from the such indemnified party in connection with
such
claim. The Servicer shall be reimbursed promptly from the Trust Fund for
all
amounts advanced by it pursuant to the preceding sentence except when the
claim
is in any way related to the Servicer’s indemnification pursuant to Section
6.02, or the failure of the Servicer to service and administer the Mortgage
Loans in accordance with the terms of this Agreement. In
the
event a dispute arises between the Servicer and an indemnified party with
respect to any of the rights and obligations of the parties pursuant to this
Agreement, and such dispute is adjudicated in a court of law, by an arbitration
panel or any other judicial process, then the losing party (if the Trustee,
the
Master Servicer or the Trust Fund) shall indemnify and reimburse the winning
party for all attorney’s fees and other costs and expenses related to the
adjudication of said dispute.
This
indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.
46
Section
6.04. Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Servicer of its duties and obligations set forth herein,
the
Servicer shall indemnify the Holder of the related Residual Certificate,
the
Master Servicer, the Trustee, the Trust Fund and the NIMS Insurer (and each
of
their respective directors, officers, employees and agents) against any and
all
losses, claims, damages, liabilities or expenses (“Losses”) resulting from such
negligence; provided,
however,
that the
Servicer shall not be liable for any such Losses attributable to the action
or
inaction of the Trustee, the Master Servicer, the Depositor or the Holder
of
such Residual Certificate, as applicable, nor for any such Losses resulting
from
misinformation provided by the Holder of such Residual Certificate on which
the
Servicer has relied. The foregoing shall not be deemed to limit or restrict
the
rights and remedies of the Holder of such Residual Certificate, the Trustee
and
the Trust Fund or the NIMS Insurer now or hereafter existing at law or in
equity
or otherwise. Notwithstanding the foregoing, however, in no event shall the
Servicer have any liability (1) for any action or omission that is taken
in
accordance with and in compliance with the express terms of, or which is
expressly permitted by the terms of, this Agreement, (2) for any Losses other
than arising out of a negligent performance by the Servicer of its duties
and
obligations set forth herein, and (3) for any special or consequential damages
to Certificateholders (in addition to payment of principal and interest on
the
Certificates).
Section
6.05. Reporting
Requirements of the Commission and Indemnification.
Notwithstanding
any other provision of this Agreement, the Servicer acknowledges and agrees
that
the purpose of Sections 4.02(c) and (d), 5.04, 5.05, 5.07, 6.01(k), 6.03
and 7.04 of this Agreement is to facilitate compliance by the Trustee, the
Master Servicer and the Depositor with the provisions of Regulation AB.
Therefore, the Servicer agrees that (a) the obligations of the Servicer
hereunder shall be interpreted in such a manner as to accomplish that purpose,
(b) such obligations may change over time due to interpretive advice or guidance
of the Commission, convention or consensus among active participants in the
asset-backed securities markets, advice of counsel, or otherwise in respect
of
the requirements of Regulation AB, (c) the Servicer shall agree to enter
into
such amendments to this Agreement as may be necessary, in the judgment of
the
Depositor, the Master Servicer, the Servicer and their respective counsel,
to
comply with such interpretive advice or guidance, convention, consensus,
advice
of counsel, or otherwise, (d) the Servicer shall otherwise comply with
reasonable requests made by the Trustee, the Master Servicer or the Depositor
for delivery of additional or different information as such parties may
determine in good faith is necessary to comply with the provisions of Regulation
AB and (e) the Servicer shall (i) agree to such modifications and enter into
such amendments to this Agreement as may be necessary, in the judgment of
the
Depositor, the Master Servicer, the Servicer and their respective counsel,
to
comply with any such clarification, interpretive guidance, convention or
consensus and (ii) promptly upon request provide to the Depositor for inclusion
in any periodic report required to be filed under the Securities Exchange
Act of
1934, as amended (the “Exchange Act”), such items of information regarding this
Agreement and matters related to the Servicer, (collectively, the “Servicer
Information”), provided that such information shall be required to be provided
by the Servicer only to the extent that such shall be determined by the
Depositor and its counsel, as mutually agreed to by the Servicer and its
counsel
(which agreement shall not be unreasonably withheld), to be necessary or
advisable to comply with any Commission and industry guidance.
47
The
Servicer hereby agrees to indemnify and hold harmless the Depositor, the
Master
Servicer, their respective officers and directors and each person, if any,
who
controls the Depositor or Master Servicer within the meaning of Section 15
of
the Securities Act of 1933, as amended (the “Act”), or Section 20 of the
Exchange Act, from and against any and all losses, claims, expenses, damages
or
liabilities to which the Depositor, the Master Servicer, their respective
officers or directors and any such controlling person may become subject
under
the Act or otherwise, as and when such losses, claims, expenses, damages
or
liabilities are incurred, insofar as such losses, claims, expenses, damages
or
liabilities (or actions in respect thereof) arise out of or are based upon
any
untrue statement or alleged untrue statement of any material fact contained
in
the Servicer Information or arise out of, or are based upon, the omission
or
alleged omission to state therein any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and will reimburse
the
Depositor, the Master Servicer, their respective officers and directors and
any
such controlling person for any legal or other expenses reasonably incurred
by
it or any of them in connection with investigating or defending any such
loss,
claim, expense, damage, liability or action, as and when incurred; provided,
however, that the Servicer shall be liable only insofar as such untrue statement
or alleged untrue statement or omission or alleged omission relates solely
and
directly to the information in the Servicer Information furnished to the
Depositor or Master Servicer by or on behalf of the Servicer specifically
in
connection with this Agreement.
This
indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.
Notwithstanding
the provisions set forth in this Agreement, the Servicer shall not be obligated
to provide any indemnification or reimbursement hereunder to any of the parties
described in Section 6.05 for any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any
other
costs, fees and expenses that any of them may sustain which are indirect,
consequential, punitive or special in nature.
Section
6.06. Purchase
of Distressed Mortgage Loans.
The
NIMS
Insurer may, at its option, purchase a Distressed Mortgage Loan; provided,
however,
prior
to any such purchase, the Servicer shall be required to continue to make
Monthly
Advances with respect to such Distressed Mortgage Loans pursuant to Section
4.03. Any such purchase shall be accomplished by remittance to the Master
Servicer of the Purchase Price for the Distressed Mortgage Loan for deposit
into
the Collection Account established by the Master Servicer pursuant to the
Trust
Agreement. The Trustee and the Servicer shall immediately effectuate the
conveyance of the purchased Distressed Mortgage Loan to the NIMS Insurer
exercising the purchase option, including prompt delivery of the Servicing
File
and all related documentation to the applicable NIMS Insurer.
48
ARTICLE
VII.
THE
SERVICER
Section
7.01. Merger
or Consolidation of the Servicer.
The
Servicer shall keep in full effect its existence, rights and franchises as
a
corporation, and shall obtain and preserve its qualification to do business
as a
foreign corporation in each jurisdiction in which such qualification is or
shall
be necessary to protect the validity and enforceability of this Agreement
or any
of the Mortgage Loans and to perform its duties under this
Agreement.
Any
Person into which the Servicer may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Servicer
shall be a party, or any Person succeeding to the business of the Servicer,
shall be the successor of the Servicer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto,
anything herein to the contrary notwithstanding, provided,
however,
that
the successor or surviving Person shall be an institution (i) having a net
worth
of not less than $25,000,000, and (ii) which is a ▇▇▇▇▇▇ ▇▇▇- and ▇▇▇▇▇▇▇
Mac-approved servicer in good standing.
Section
7.02. Limitation
on Liability of the Servicer and Others.
Neither
the Servicer nor any of the directors, officers, employees or agents of the
Servicer shall be under any liability to the Master Servicer, the NIMS Insurer,
the Depositor or the Trustee for any action taken or for refraining from
the
taking of any action in good faith pursuant to this Agreement, or for errors
in
judgment; provided,
however,
that
this provision shall not protect the Servicer or any such person against
any
breach of warranties or representations made herein, or failure to perform
its
obligations in strict compliance with any standard of care set forth in this
Agreement, or any liability which would otherwise be imposed by reason of
any
breach of the terms and conditions of this Agreement. The Servicer and any
director, officer, employee or agent of the Servicer may rely in good faith
on
any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Servicer shall not be
under
any obligation to appear in, prosecute or defend any legal action which is
not
incidental to its duties to service the Mortgage Loans in accordance
with this Agreement and which in its opinion may involve it in any expense
or
liability,
provided,
however,
that
the Servicer may undertake any such action which it may deem necessary or
desirable in respect of this Agreement and the rights and duties of the parties
hereto. In such event, the Servicer shall be entitled to reimbursement from
the
Trust Fund for the reasonable legal expenses and costs of such
action.
Section
7.03. Limitation
on Resignation and Assignment by the Servicer.
This
Agreement has been entered into with the Servicer in reliance upon the
independent status of the Servicer, and the representations as to the adequacy
of its servicing facilities, plant, personnel, records and procedures, its
integrity, reputation and financial standing, and the continuance thereof.
Therefore, except as expressly provided in this Section 7.03 and Sections
3.21
and 7.01, the Servicer shall neither assign its rights under this Agreement
or
the servicing hereunder nor delegate its duties hereunder or any portion
thereof, or sell or otherwise dispose of all or substantially all of its
property or assets without, in each case, the prior written consent of the
Seller, the Master Servicer, the Trustee and the NIMS Insurer which consent,
in
the case of an assignment of rights or delegation of duties, shall be granted
or
withheld in the discretion of the Seller, the Master Servicer, Trustee and
the
NIMS Insurer and which consent, in the case of a sale or disposition of all
or
substantially all of the property or assets of the Servicer, shall not be
unreasonably withheld by any of them; provided
that in
each case, there must be delivered to the Seller, the Master Servicer, the
Trustee and the NIMS Insurer a letter from each Rating Agency to the effect
that
such transfer of servicing or sale or disposition of assets will not result
in a
qualification, withdrawal or downgrade of the then-current rating of any
of the
Certificates or the NIMS Securities to be issued in the NIMS Transaction.
49
The
Servicer shall not resign from the obligations and duties hereby imposed
on it
except by mutual consent of the Servicer, the Master Servicer, the Trustee
and
the NIMS Insurer or upon the determination that its duties hereunder are
no
longer permissible under applicable law and such incapacity cannot be cured
by
the Servicer. Any such determination permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Seller, the Master Servicer, the Trustee and the NIMS Insurer which Opinion
of
Counsel shall be in form and substance reasonably acceptable to each of them.
No
such resignation shall become effective until a successor shall have assumed
the
Servicer’s responsibilities and obligations hereunder in the manner provided in
Sections 8.01 and 9.01.
Without
in any way limiting the generality of this Section 7.03, in the event that
the
Servicer either shall assign this Agreement or the servicing responsibilities
hereunder or delegate its duties hereunder or any portion thereof or sell
or
otherwise dispose of all or substantially all of its property or assets,
except
to the extent permitted by and in accordance with this Section 7.03 and Sections
3.21 and 7.01, without the prior written consent of the Seller, the Master
Servicer, the Trustee and the NIMS Insurer, then such parties shall have
the
right to terminate this Agreement upon notice given as set forth in Section
8.01, without any payment of any penalty or damages and without any liability
whatsoever to the Servicer or any third party.
Section
7.04. Subservicing
Agreements and Successor Subservicer.
(a)
The
Servicer shall not hire or otherwise utilize the services of any Subservicer
to
fulfill any of the obligations of the Servicer as servicer under this Agreement
unless the Servicer complies with the provisions of paragraph (b) of this
Section 7.04 and the proposed Subservicer (i) is an institution which is
an
approved ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac Seller/Servicer as indicated in writing,
(ii)
represents and warrants that it is in compliance with the laws of each state
as
necessary to enable it to perform its obligations under such subservicing
agreement and (iii) is acceptable to the NIMS Insurer. The Servicer shall
not
hire or otherwise utilize the services of any Subcontractor, and shall not
permit any Subservicer to hire or otherwise utilize the services of any
Subcontractor, to fulfill any of the obligations of the Servicer as servicer
under this Agreement unless the Servicer complies with the provisions of
paragraph (c) of this Section 7.04.
50
(b)
The
Servicer shall give prior written notice to the Trustee, the Master Servicer,
the Depositor and the NIMS Insurer of the appointment of any Subservicer. For
purposes of this Agreement, the Servicer shall be deemed to have received
payments on Mortgage Loans immediately upon receipt by any Subservicer of such
payments. Each subservicing agreement shall provide that a successor Servicer
shall have the option to terminate such agreement without payment of any fees
if
the predecessor Servicer is terminated or resigns. The Servicer shall cause
any
Subservicer used by the Servicer (or by any Subservicer) to comply with the
provisions of this Section 7.04 and with Sections 4.02(c), 5.04, 5.05(a),
5.05(b), 5.07 (and shall amend, with the consent of the parties hereto, Exhibit
I to reflect such Subservicer’s assessment and attestation of compliance with
the Servicing Criteria), 6.01(k) and 6.03 and Exhibit I of this Agreement
to the same extent as if such Subservicer were the Servicer. The Servicer shall
be responsible for obtaining from each Subservicer and delivering to the
Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer
compliance statement required to be delivered by such Subservicer under Section
5.05(a), any reports on assessment of compliance and attestation required to
be
delivered by such Subservicer under Sections 5.04 and 5.07 and any certification
required to be delivered under 5.05(b) to the Person that will be responsible
for signing the Sarbanes Certification under Section 5.07 as and when required
to be delivered hereunder.
(c)
The
Servicer shall give notice to the Master Servicer and the Depositor of the
appointment of any Subcontractor and a written description (in form and
substance satisfactory to the Master Servicer and the Depositor) of the role
and
function of each Subcontractor utilized by the Servicer or any Subservicer,
specifying (A) the identity of each such Subcontractor, (B) which (if any)
of
such Subcontractors are Participating Entities, and (C) which elements of the
servicing criteria set forth under Item 1122(d) of Regulation AB will be
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (B) of this paragraph.
As
a
condition to the utilization of any Subcontractor determined to be a
Participating Entity, the Servicer shall cause any such Subcontractor used
by
the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS
Insurer, the Master Servicer and the Depositor to comply with the provisions of
Sections 4.02(c), 5.04, 5.07, 6.01(k) and 6.03 and Exhibit I of this
Agreement to the same extent as if such Subcontractor were the Servicer. The
Servicer shall be responsible for obtaining from each Subcontractor and
delivering to the Trustee, the NIMS Insurer, the Master Servicer and the
Depositor any assessment of compliance and attestation required to be delivered
by such Subcontractor under Sections 5.04 and 5.07, in each case as and
when required to be delivered.
The
Servicer acknowledges that a Subservicer or Subcontractor that performs services
with respect to mortgage loans involved in this transaction in addition to
the
Mortgage Loans may be determined to be a Participating Entity on the basis
of
the aggregate balance of such mortgage loans (which quantitative determination
may be made by the Depositor, the Trustee or the Master Servicer), without
regard to whether such Subservicer or Subcontractor would be a Participating
Entity with respect to the Mortgage Loans viewed in isolation. The Servicer
shall (A) respond as promptly as practicable to any good faith request by the
Trustee, the Master Servicer or the Depositor for information regarding each
Subservicer and each Subcontractor and (B) cause each Subservicer and each
Subcontractor with respect to which the Trustee, the Master Servicer or the
Depositor requests delivery of an assessment of compliance and accountants’
attestation to deliver such within the time required under
Section 5.07.
51
Notwithstanding
any subservicing agreement or the provisions of this Agreement relating to
agreements or arrangements between the Servicer and a Subservicer, Subcontractor
or other third party or reference to actions taken through a Subservicer, a
Subcontractor, another third party or otherwise, the Servicer shall remain
obligated and primarily liable to the Trust Fund, the Trustee, the Master
Servicer, the NIMS Insurer and the Certificateholders for the servicing and
administering of the Mortgage Loans in accordance with the provisions hereof
without diminution of such obligation or liability by virtue of any
subservicing, subcontracting or other agreements or arrangements or by virtue
of
indemnification from a Subservicer, Subcontractor or a third party and to the
same extent and under the same terms and conditions as if the Servicer alone
were servicing the Mortgage Loans, including with respect to compliance with
Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any
agreement with a Subservicer, Subcontractor or a third party for indemnification
of the Servicer by such Subservicer, Subcontractor or third party and nothing
contained in the Agreement shall be deemed to limit or modify such
indemnification.
ARTICLE
VIII.
TERMINATION
Section
8.01. Termination
for Cause.
(a) Any
of
the following occurrences shall constitute an event of default (each, an “Event
of Default”) on the part of the Servicer:
(i) any
failure by the Servicer to remit to the Master Servicer any payment required
to
be made under the terms of this Agreement which continues unremedied for a
period of two (2) Business Days after the date upon which written notice of
such
failure, requiring the same to be remedied, shall have been given to the
Servicer by the Master Servicer or the NIMS Insurer; or
(ii) (a)
any
failure by the Servicer, any Subservicer or any Subcontractor to duly perform,
within the required time period and without notice, its obligations to provide
any information, report, certification or accountants' letter when and as
required pursuant to Sections 5.04, 5.05 or 5.07, including (except if the
failure is attributable solely to the role or functions of a Subcontractor
with
respect to mortgage loans other than the Mortgage Loans) any failure by the
Servicer to identify pursuant to Section 7.04 any Subcontractor "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB,
which failure continues unremedied for a period of ten (10) calendar days after
the date on which written notice of such failure, requiring the same to have
been remedied, shall have been given to the Servicer (or immediately and
automatically, without notice or grace period, in the event that such failure
is
of a nature that is incapable of cure and which failure may reasonably be
expected have a material and adverse effect on the Depositor or the Seller,
as
sponsor, due to enforcement action by the Commission relating to a failure
by
the Company, any Subservicer or any Subcontractor); or (b) except with respect
to those items listed in clause (a) above, any failure by the Servicer, any
Subservicer or any Subcontractor to duly perform, within the required time
period, without notice or grace period, its obligations to provide any
information, report, certification, accountants' letter or other material
required to be provided hereunder pursuant to Sections 4.02(c), 4.02(d), 6.01(k)
and 7.04 including any items required to be included in any Exchange Act report,
which failure continues unremedied for a period of ten (10) calendar days after
the date on which written notice of such failure, requiring the same to have
been remedied, shall have been given to the Servicer (or (1) such shorter period
as is required by the Securities Act, Exchange Act or related rules and
regulations of the Commission or (2) immediately and automatically, without
notice or grace period, in the event that such failure is of a nature that
is
incapable of cure and which failure may reasonably be expected have a material
and adverse effect on the Depositor or the Seller, as sponsor, due to
enforcement action by the Commission relating to a failure by the Company,
any
Subservicer or any Subcontractor); or
52
(iii) failure
by the Servicer duly to observe or perform in any material respect any other
of
the covenants or agreements on the part of the Servicer set forth in this
Agreement which continues unremedied for a period of thirty (30) days after
the
date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Master Servicer or the NIMS
Insurer; or
(iv) failure
by the Servicer to maintain its license to do business or service residential
mortgage loans in any jurisdiction where the Mortgaged Properties are located,
where the failure to maintain such license will have a material adverse effect
on the Servicer’s ability to service the Mortgage Loans; or
(v) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, including bankruptcy, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of
its
affairs, shall have been entered against the Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60 days;
or
(vi) the
Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or
(vii) the
Servicer shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency,
bankruptcy or reorganization statute, make an assignment for the benefit of
its
creditors, voluntarily suspend payment of its obligations or cease its normal
business operations for three Business Days; or
(viii) the
Servicer ceases to meet the qualifications of a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac
seller/servicer;
53
(ix) the
Servicer attempts to assign the servicing of the Mortgage Loans or its right
to
servicing compensation hereunder or the Servicer attempts to sell or otherwise
dispose of all or substantially all of its property or assets or to assign
this
Agreement or the servicing responsibilities hereunder or to delegate its duties
hereunder or any portion thereof in a manner not permitted under this
Agreement;
(x) if
(x)
any of the Rating Agencies reduces or withdraws the rating of any of the
Certificates due to a reason attributable to the Servicer or (y) the Servicer’s
residential primary servicer rating for servicing of subprime loans issued
by
any of the Rating Agencies is reduced by more than one level from the level
in
effect on the Closing Date; or
(xi) the
net
worth of the Servicer shall be less than $25,000,000.
In
each
and every such case, so long as an Event of Default shall not have been
remedied, in addition to whatsoever rights the Seller, the Master Servicer,
the
Trustee or the NIMS Insurer may have at law or equity to damages, including
injunctive relief and specific performance, the Seller, the Master Servicer,
the
Trustee or the NIMS Insurer, by notice in writing to the Servicer, may terminate
all the rights and obligations of the Servicer under this Agreement and in
and
to the servicing contract established hereby and the proceeds
thereof.
Upon
receipt by the Servicer of such written notice, all authority and power of
the
Servicer under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in a successor servicer appointed by
the
Trustee or the Master Servicer, as the case may be, with the consent of the
other party and the NIMS Insurer. Upon written request from the Master Servicer,
the Servicer shall prepare, execute and deliver to the successor entity
designated by the Master Servicer 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, including but not limited to the transfer and
endorsement or assignment of the Mortgage Loans and related documents, at the
Servicer’s sole expense. The Servicer shall cooperate with the Seller, the
Master Servicer, the NIMS Insurer, the Trustee and such successor in effecting
the termination of the Servicer’s responsibilities and rights hereunder,
including without limitation, the transfer to such successor for administration
by it of all cash amounts which shall at the time be credited by the Servicer
to
the Custodial Account or Escrow Account or thereafter received with respect
to
the Mortgage Loans.
By
a
written notice, the Trustee or the Master Servicer, with the consent of the
other parties and the NIMS Insurer, may waive any default by the Servicer in
the
performance of its obligations hereunder and its consequences. Upon any waiver
of a past default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any or other default or impair
any right consequent thereon except to the extent expressly so
waived.
Section
8.02. Termination
Without Cause.
This
Agreement shall terminate upon: (i) the later of (a) the distribution of the
final payment or liquidation proceeds on the last Mortgage Loan to the Master
Servicer (or advances by the Servicer for the same), and (b) the disposition
of
all REO Property acquired upon foreclosure of the last Mortgage Loan and the
remittance of all funds due hereunder, or (ii) mutual consent of the Servicer,
the Seller and the Master Servicer in writing provided such termination is
also
acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect
to
some or all of the Mortgage Loans, at the sole option of the Seller, without
cause, upon sixty (60) days’ written notice, subject to the limitations set
forth below. Any such notice of termination shall be in writing and delivered
to
the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by
registered mail to the address set forth
in
Section 9.04 of this Agreement. The Servicer shall comply with the termination
procedures set forth in Sections 8.01, 8.02 and 9.01 hereof.
54
In
the
event the Seller terminates the Servicer without cause with respect to some
or
all of the Mortgage Loans (other than Distressed Mortgage Loans), the Seller
shall be required to pay to the Servicer a Termination Fee in an amount equal
to
the sum of (i) the product of (x) the Termination Fee Percentage, (y) the
applicable Termination Rate and (z) the outstanding principal balance of the
terminated Mortgage Loans as of the date of such termination and (ii) $15.00
for
each Mortgage Loan so terminated. All unreimbursed Chase Servicing Fees,
Servicing Advances and Monthly Advances owing to the Servicer relating to such
terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be
reimbursed and paid to the Servicer at the time of such termination by the
Seller. In the event the Seller terminates the Servicer without cause with
respect to any Distressed Mortgage Loan, the Seller shall be required to pay
to
the Servicer a Termination Fee in an amount equal to $15.00 for each Distressed
Mortgage Loan so terminated.
Section
8.03. [Reserved]
Section
8.04. Termination
for Distressed Mortgage Loans.
(a) Subject
to the requirements set forth in this Section 8.04, the Seller may terminate
this Agreement with the prior consent of the Trustee, the NIMS Insurer and
the
Master Servicer, with respect to the servicing of those Mortgage Loans that
are
determined to be Distressed Mortgage Loans and in such event servicing of such
Mortgage Loans shall be transferred to the Special Servicer. The appointment
of
a Special Servicer by the Seller and the execution of a special servicing
agreement between the Seller and the Special Servicer shall be subject to the
consent of the Trustee, the Master Servicer and the NIMS Insurer and the receipt
of confirmation from the Rating Agencies that the transfer of servicing to
the
Special Servicer shall not result in a reduction of any rating previously given
by such Rating Agency to any Certificate or the NIMS Securities. Any monthly
fee
paid to the Special Servicer in connection with any Mortgage Loan serviced
by
such Special Servicer shall not exceed one-twelfth of the product of
(a) 0.50% and (b) the outstanding principal balance of such Mortgage Loan.
All unreimbursed Chase Servicing Fees, Servicing Advances and Monthly Advances
owing to the Servicer relating to such Distressed Mortgage Loans shall be
reimbursed and paid to the Servicer by the successor Special Servicer upon
such
transfer to the Special Servicer.
(b) All
reasonable costs and expenses incurred in connection with a transfer of
servicing to the Special Servicer including, without limitation, the costs
and
expenses of the Trustee, the Servicer or any other Person in connection with
such transfer including the transfer of the Servicing Files and the other
necessary data to the Special Servicer, shall be paid by the Seller from its
own
funds without reimbursement. The Seller shall be responsible for the delivery
of
all required transfer notices and will send a copy of the transfer notice to
the
Trustee.
55
(c) Notwithstanding
the foregoing provisions of this Section 8.04, the NIMS Insurer may, at its
option, withhold their consent to the transfer of a Distressed Mortgage Loan
to
a Special Servicer and elect to purchase such Distressed Mortgage Loan at a
price equal to its Purchase Price. Prior to such purchase, the Servicer shall
be
required to continue to make Monthly Advances with respect to such Distressed
Mortgage Loan pursuant to Section 4.03. Any such purchase of a Distressed
Mortgage Loan shall be accomplished by remittance to the Master Servicer for
deposit in the Collection Account established pursuant to Section 4.01 of the
Trust Agreement of the amount of the Purchase Price. The Servicers on behalf
of
the Trustee shall take reasonable steps to effectuate the transfer of servicing
of such Distressed Mortgage Loan to the NIMS Insurer to the extent necessary,
including the prompt delivery of all Servicing Files and other related
documentation to the NIMS Insurer or its designee.
(d) No
Termination Fee shall be payable to the Servicer upon a termination pursuant
to
this Section 8.04.
ARTICLE
IX.
MISCELLANEOUS
PROVISIONS
Section
9.01. Successor
to the Servicer.
Simultaneously
with the termination of the Servicer’s responsibilities and duties under this
Agreement (a) pursuant to Sections 6.02, 7.03, 8.01 or 8.02, the Master Servicer
shall (i) within 90 days of the Servicer’s notice of such termination, succeed
to and assume all of the Servicer’s responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the
characteristics set forth in clauses (i) and (ii) of Section 7.01 and which
shall succeed to all rights and assume all of the responsibilities, duties
and
liabilities of the Servicer under this Agreement simultaneously with the
termination of the Servicer’s responsibilities, duties and liabilities under
this Agreement; or (b) pursuant to a termination under Section 8.02(iii) or
Section 8.03, the Seller shall appoint a successor having the characteristics
set forth in clauses (i) and (ii) of Section 7.01 and which shall succeed to
all
rights and assume all of the responsibilities, duties and liabilities of the
Servicer under this Agreement simultaneously with the termination of the
Servicer’s responsibilities, duties and liabilities under this Agreement. Any
successor to the Servicer shall be subject to the approval of the Master
Servicer and the NIMS Insurer. Any approval of a successor servicer by the
Master Servicer and the NIMS Insurer and, to the extent required by the Trust
Agreement, the Trustee, shall, if the successor servicer is not at that time
a
servicer of other Mortgage Loans for the Trust Fund, be conditioned upon the
receipt by the Master Servicer, the NIMS Insurer, the Seller and the Trustee
of
a letter from each Rating Agency 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 or the NIM Securities to be issued in the
NIMS
Transaction. In connection with such appointment and assumption, the Master
Servicer or the Seller, as applicable, may make such arrangements for the
compensation of such successor out of payments on 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 9.01 and shall in no event relieve
the Servicer of the representations and warranties made pursuant to Sections
6.01 and the remedies available to the Master Servicer, the Trustee, the NIMS
Insurer and the Seller under Sections 6.02, 6.03 and 6.04, it being understood
and agreed that the provisions of such Sections 6.01, 6.02, 6.03 and 6.04 shall
be applicable to the Servicer notwithstanding any such resignation or
termination of the Servicer, or the termination of this Agreement. Neither
the
Master Servicer, in its capacity as successor servicer, nor any other successor
servicer shall be responsible for the lack of information and/or documents
that
are not transferred to it by the Servicer and that it cannot otherwise obtain
through reasonable efforts.
56
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, including but not limited to the transfer of any
Mortgage Notes and the related documents. The Servicer shall cooperate with
the
Trustee, the Master Servicer or the Seller, as applicable, and such successor
in
effecting the termination of the Servicer’s responsibilities and rights
hereunder and the transfer of servicing responsibilities to the successor
Servicer, including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited
by
the Servicer to the Custodial Account or 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, the Master Servicer, the NIMS Insurer and the Seller
an instrument (i) accepting such appointment, wherein the successor shall make
the representations and warranties set forth in Section 6.01 and provide for
the
same remedies set forth in Sections 6.02, 6.03 and 6.04 herein and (ii) 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 6.02, 7.03, 8.01, 8.02 or 8.04 shall not affect any claims that the
Seller, the Master Servicer, the NIMS Insurer 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. In addition, in the event any successor
servicer is appointed pursuant to Section 8.02(iii) of this Agreement, such
successor servicer must satisfy the conditions relating to the transfer of
servicing set forth in the Trust Agreement.
57
The
Servicer shall deliver promptly to the successor servicer the funds in the
Custodial Account and Escrow Account and all Mortgage Loan documents and related
documents and statements held by it hereunder 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, it shall notify the Trustee, the
Seller, the Master Servicer, the NIMS Insurer and the Depositor of such
appointment in accordance with the procedures set forth in Section
9.04.
Section
9.02. Costs.
The
Seller shall pay the legal fees and expenses of its attorneys. Costs and
expenses incurred in connection with the transfer of the servicing
responsibilities, including fees for delivering Servicing Files, shall be paid
by (i) the terminated or resigning servicer if such termination or resignation
is a result of an occurrence of a termination event under Section 8.01, (ii)
the
related Seller if such termination is pursuant to Section 8.02(iii) and (iii)
in
all other cases by the Trust Fund. Subject to Section 2.02 and 3.01(a), the
Seller, on behalf of the Depositor, shall pay the costs associated with the
preparation, delivery and recording of Assignments of Mortgages.
Section
9.03. Protection
of Confidential Information.
The
Servicer shall keep confidential and shall not divulge to any party, without
the
Seller’s prior written consent, any nonpublic information pertaining to the
Mortgage Loans or any borrower thereunder, except to the extent that it is
appropriate for the Servicer
to do so in working with legal counsel, Subservicers, special servicers,
auditors, taxing authorities or other governmental agencies.
Section
9.04. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if mailed by overnight courier, addressed as
follows (or such other address as may hereafter be furnished to the other party
by like notice):
|
(i)
|
if
to the Seller:
|
▇▇▇▇▇▇
Brothers Holdings Inc.
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Mortgage Finance, SASCO 2007-BC1
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
58
|
(ii)
|
if
to the Servicer:
|
JPMorgan
Chase Bank, National Association
c/o
Chase
Home Finance, LLC
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ Dunks
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
with
a
copy to:
JPMorgan
Chase Bank, National Association
▇▇▇
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
|
(iii)
|
if
to the Master Servicer:
|
|
Aurora
Loan Services LLC
|
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
| (iv) |
if
to the Trustee:
|
▇▇▇▇▇
Fargo Bank, N.A.
▇.▇.
▇▇▇
▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and
for
overnight deliveries
▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
SASCO 2007-BC1
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
|
(v)
|
if
to the Credit Risk Manager:
|
▇▇▇▇▇▇▇
Fixed Income Services Inc.
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
General Counsel (SASCO 2007-BC1)
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
59
|
(vi)
|
if
to the NIMS Insurer:
|
|
as
provided in the Trust Agreement.
|
Any
such
demand, notice or communication hereunder shall be deemed to have been received
on the date delivered to or received at the premises of the addressee.
Notwithstanding anything to the contrary in this Agreement, the Servicer shall
not be obligated to provide notices pursuant to this Agreement to any NIMS
Insurer until 30 days after the Servicer has received notice of the appointment
of such NIMS Insurer (including the NIMS Insurer’s name, address, telephone
number and facsimile number).
Section
9.05. Severability
Clause.
Any
part,
provision, representation or warranty of this Agreement which is prohibited
or
which is held to be void or unenforceable shall
be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall
be ineffective, as to such jurisdiction, to the extent of such prohibition
or
unenforceability without invalidating the remaining provisions hereof, and
any
such prohibition or unenforceability in any jurisdiction as to any Mortgage
Loan
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto
waive any provision of law which prohibits or renders void or unenforceable
any
provision hereof. If the invalidity of any part, provision, representation
or
warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in
good-faith, to develop a structure the economic effect of which is as close
as
possible to the economic effect of this Agreement without regard to such
invalidity.
Section
9.06. Covenant
Against Solicitation.
For
as
long as the Servicer services the Mortgage Loans, the Servicer covenants that
it
will not, and that they will ensure that their affiliates and agents, will
not,
directly solicit or provide information for any other party to solicit for
prepayment or refinancing of any of the Mortgage Loans by the related
mortgagors; provided,
however,
that
the Servicer may solicit any Mortgagor for whom the Servicer has received a
request for payoff, or a written or verbal communication from such Mortgagor
indicating a desire to prepay the related Mortgage Loan (other than as a result
of direct solicitation); provided, further,
that it
is understood and agreed that promotions undertaken by the Servicer or any
of
its affiliates which (i) concern optional insurance products (excluding
single premium credit life insurance) or other financial products or services,
excluding any mortgage related products such second mortgage products (including
HELOCs), or (ii) are directed to the general public at large or certain
segments thereof exclusive of the Mortgagors as a targeted group and, including
mass mailings based on commercially acquired mailing lists, newspaper, radio
and
television advertisements shall not constitute solicitation under this Section,
nor is the Servicer prohibited from responding to unsolicited requests or
inquiries made by a Mortgagor.
60
Section
9.07. Counterparts.
This
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original, and all such counterparts shall
constitute one and the same instrument.
Section
9.08. Place
of Delivery and Governing Law.
This
Agreement shall be deemed in effect when a fully executed counterpart thereof
is
received by the Seller in the State of New York and shall be deemed to have
been
made in the State of New York. 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.
Section
9.09. Further
Agreements.
The
Seller and the Servicer each agree to execute and deliver to the other such
reasonable and appropriate additional documents, instruments or agreements
as
may be necessary or appropriate to effectuate the purposes of this
Agreement.
Section
9.10. Intention
of the Parties.
It
is the
intention of the parties that the Seller is conveying, and the Servicer is
receiving only a contract for servicing the Mortgage Loans. Accordingly, the
parties hereby acknowledge that the Trust Fund remains the sole and absolute
owner of the Mortgage Loans (other than the servicing rights) and all rights
related thereto.
Section
9.11. Successors
and Assigns; Assignment of Servicing Agreement.
This
Agreement shall bind and inure to the benefit of and be enforceable by the
Servicer, the Seller, the NIMS Insurer and the Master Servicer and their
respective successors and assigns. This Agreement shall not be assigned, pledged
or hypothecated by the Servicer to a third party except in accordance with
Section 7.03 and shall not be assigned, pledged or hypothecated by the Seller
without the prior written consent of the NIMS Insurer except as to the extent
provided in Section 9.12.
Section
9.12. Assignment
by the Seller.
The
Seller shall assign (exclusive of the Seller’s rights arising under Section
8.02(iii)), its interest under this Agreement to the Depositor, which in turn
shall assign such rights to the Trustee, and the Trustee then shall succeed
to
all rights of the Seller under this Agreement.
61
Section
9.13. Amendment.
This
Agreement may be amended from time to time by the Servicer and the Seller,
with
(i) the prior written consent of the Trustee and the NIMS Insurer and (ii)
the
written agreement signed by the Master Servicer, the Seller and the Servicer;
provided
that the
party requesting such amendment shall, at its own expense, provide the Trustee,
the NIMS Insurer, the Master Servicer and the Seller with an Opinion of Counsel
that such amendment will not materially adversely affect the interest of the
Certificateholders in the Mortgage Loans or the NIM Securities to be issued
in
the NIMS Transaction. Any such amendment shall be deemed not to adversely affect
in any material respect any the interest of the Certificateholders in the
Mortgage Loans or the NIM Securities to be issued in the NIMS Transaction,
if
the Trustee receives written confirmation from each Rating Agency that such
amendment will not cause such Rating Agency to reduce, qualify or withdraw
the
then current rating assigned to the Certificates and the NIM Securities (and
any
Opinion of Counsel received by the Trustee, the NIMS Insurer, the Master
Servicer and the Seller in connection with any such amendment may rely expressly
on such confirmation as the basis therefor); provided,
however,
this
Agreement may be amended by the Servicer, the Seller, the Master Servicer and
the Trustee from time to time without the delivery of an Opinion of Counsel
described above to the extent necessary, in the judgment of the Seller and
its
counsel, to comply with the Rules of the Commission.
Section
9.14. Waivers.
No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced and is consented to by the NIMS
Insurer.
Section
9.15. Exhibits.
The
exhibits to this Agreement are hereby incorporated and made a part hereof and
are an integral part of this Agreement.
Section
9.16. 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 Trustee, the Depositor and the NIMS Insurer 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 Trustee, the Depositor and the NIMS Insurer as if they
were parties to this Agreement, and the Trustee (acting through the Master
Servicer), the Depositor and the NIMS Insurer 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 or the Credit Risk Management Agreement.
Notwithstanding the foregoing, all rights of the Trustee and the Depositor
hereunder (other than the right to indemnification) and all rights and
obligations of the Master Servicer hereunder (other than the right to
indemnification) shall terminate upon the termination of the Trust Fund pursuant
to the Trust Agreement and all rights of the NIMS Insurer set forth in this
Agreement (other than the right of indemnification) shall exist only so long
as
the NIM Securities issued pursuant to the NIMS Transaction remain outstanding
or
the NIMS Insurer is owed amounts in respect of its guarantee of payment on
such
NIM Securities.
62
Section
9.17. General
Interpretive Principles.
For
purposes of this Agreement, except as otherwise expressly provided or unless
the
context otherwise requires:
(a) the
terms
defined in this Agreement have the meanings assigned to them in this Agreement
and include the plural as well as the singular, and the use of any gender herein
shall be deemed to include the other gender;
(b) accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(c) references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs”, and other
subdivisions without reference to a document are to designated Articles,
Sections, Subsections, Paragraphs and other subdivisions of this
Agreement;
(d) a
reference to a Subsection without further reference to a Section is a reference
to such Subsection as contained in the same Section in which the reference
appears, and this rule shall also apply to Paragraphs and other
subdivisions;
(e) the
words
“herein”, “hereof”, “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular provision; and
(f) the
term
“include” or “including” shall mean by reason of enumeration.
Section
9.18. Reproduction
of Documents.
This
Agreement and all documents relating thereto, including, without limitation,
(a)
consents, waivers and modifications which may hereafter be executed, (b)
documents received by any party at the closing, and (c) financial statements,
certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence
as the original itself in any judicial or administrative proceeding, whether
or
not the original is in existence and whether or not such reproduction was made
by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.
63
IN
WITNESS WHEREOF, the Servicer, the Seller and the Master Servicer have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the date first above written.
|
▇▇▇▇▇▇
BROTHERS HOLDINGS INC.,
as
Seller
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇ | |
|
Name:
▇▇▇▇▇ ▇. ▇▇▇
Title:
Authorized Signatory
|
||
|
JPMORGAN
CHASE BANK, NATIONAL
ASSOCIATION,
as
Servicer
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Assistant Vice President
|
||
|
AURORA
LOAN SERVICES LLC,
as
Master Servicer
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
Senior Vice
President
|
||
| Acknowledged by: | |||
|
▇▇▇▇▇
FARGO BANK, N.A.,
as
Trustee
|
|||
|
|
|||
| By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:
Vice President
|
EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
[To
be
retained in a separate closing binder entitled “SASCO 2007-BC1 Mortgage Loan
Schedules” at ▇▇▇▇▇ ▇▇▇▇▇▇ LLP]
A-1
EXHIBIT
B
CUSTODIAL
ACCOUNT LETTER AGREEMENT
______________
__, ____
|
To:
|
_______________________ |
|
_______________________
|
|
|
_______________________
|
|
|
(the
“Depository”)
|
As
Servicer under the Securitization Servicing Agreement, dated as of January
1,
2007 (the “Agreement”), we hereby authorize and request you to establish an
account, as a Custodial Account pursuant to Section 3.03 of the Agreement,
to be
designated as “Chase Home Finance, LLC as subservicer for JPMorgan Chase Bank,
National Association in trust for ▇▇▇▇▇ Fargo Bank, N.A., as Trustee for the
Structured Asset Securities Corporation 2007-BC1.” All deposits in the account
shall be subject to withdrawal therefrom by order signed by the Servicer. This
letter is submitted to you in duplicate. Please execute and return one original
to us.
|
JPMORGAN
CHASE BANK, NATIONAL
ASSOCIATION
Servicer
|
||
| |
|
|
| By: | ||
|
Name:___________________________________
Title:____________________________________
Date:____________________________________
|
||
B-1
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number __________, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above.
|
|
||
| |
Depository
|
|
| By: | ||
|
Name:__________________________________
Title:___________________________________
Date:___________________________________
|
||
B-2
EXHIBIT
C
ESCROW
ACCOUNT LETTER AGREEMENT
______________
___, ____
|
To:
|
_______________________ |
|
_______________________
|
|
|
_______________________
|
|
|
(the
“Depository”)
|
As
Servicer under the Securitization Servicing Agreement, dated as of January
1,
2007 (the “Agreement”), we hereby authorize and request you to establish an
account, as an Escrow Account pursuant to Section 3.05 of the Agreement, to
be
designated as “Chase Home Finance, LLC as subservicer for JPMorgan Chase Bank,
National Association in trust for ▇▇▇▇▇ Fargo Bank, N.A., as Trustee for
Structured Asset Securities Corporation 2007-BC1 and various mortgagors.” All
deposits in the account shall be subject to withdrawal therefrom by order signed
by the Servicer. This letter is submitted to you in duplicate. Please execute
and return one original to us.
|
JPMORGAN
CHASE
BANK, NATIONAL
ASSOCIATION
Servicer
|
||
| |
|
|
| By: | ||
|
Name:__________________________________
Title:___________________________________
Date:___________________________________
|
||
C-1
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number ______, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above.
| |
Depository
|
|
| By: | ||
|
Name:__________________________________
Title:___________________________________
Date:___________________________________
|
||
▇-▇
▇▇▇▇▇▇▇
▇-▇
FORM
OF
MONTHLY REMITTANCE ADVICE
|
FIELD
NAME
|
DESCRIPTION
|
FORMAT
|
||
|
INVNUM
|
INVESTOR
LOAN NUMBER
|
Number
no decimals
|
||
|
SERVNUM
|
SERVICER
LOAN NUMBER, REQUIRED
|
Number
no decimals
|
||
|
BEGSCHEDBAL
|
BEGINNING
SCHEDULED BALANCE FOR SCHED/SCHED
|
Number
two decimals
|
||
|
|
BEGINNING
TRIAL BALANCE FOR ACTUAL/ACTUAL,
|
|||
|
|
REQUIRED
|
|||
|
SCHEDPRIN
|
SCHEDULED
PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
||
|
|
ACTUAL
PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
|
|||
|
|
REQUIRED,
.00 IF NO COLLECTIONS
|
|||
|
CURT1
|
CURTAILMENT
1 ▇▇▇▇▇▇, .▇▇ 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 ▇▇▇▇▇▇, .▇▇ IF NOT APPLICABLE
|
Number
two decimals
|
||
|
CURT2DATE
|
CURTAILMENT
2 DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
||
|
CURT2ADJ
|
CURTAILMENT
2 ADJUSTMENT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
LIQPRIN
|
PAYOFF,
LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
OTHPRIN
|
OTHER
PRINCIPAL, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
PRINREMIT
|
TOTAL
PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
INTREMIT
|
NET
INTEREST REMIT, INCLUDE PAYOFF INTEREST,
|
Number
two decimals
|
||
|
|
.00
IF NOT APPLICABLE
|
|||
|
TOTREMIT
|
TOTAL
REMITTANCE AMOUNT, .00 IF NOT APPLICABLE
|
Number
two decimals
|
||
|
ENDSCHEDBAL
|
ENDING
SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED
|
Number
two decimals
|
||
|
|
ENDING
TRIAL BALANCE FOR ACTUAL/ACTUAL
|
|||
|
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
|||
|
ENDACTBAL
|
ENDING
TRIAL BALANCE
|
Number
two decimals
|
||
|
|
.00
IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
|
|||
|
ENDDUEDATE
|
ENDING
ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT
|
DD-MMM-YY
|
||
|
ACTCODE
|
60
IF PAIDOFF, BLANK IF NOT APPLICABLE
|
Number
no decimals
|
||
|
ACTDATE
|
ACTUAL
PAYOFF DATE, BLANK IF NOT APPLICABLE
|
DD-MMM-YY
|
||
|
INTRATE
|
INTEREST
RATE, REQUIRED
|
Number
seven decimals
|
||
|
|
|
Example
.0700000 for 7.00%
|
||
|
SFRATE
|
SERVICE
FEE RATE, REQUIRED
|
Number
seven decimals
|
||
|
|
|
Example
.0025000 for .25%
|
||
|
PTRATE
|
PASS
THRU RATE, REQUIRED
|
Number
seven decimals
|
||
|
|
|
Example
.0675000 for 6.75%
|
||
|
PIPMT
|
P&I
CONSTANT, REQUIRED
|
Number
two decimals
|
||
|
|
.00
IF PAIDOFF
|
▇-▇-▇
▇▇▇▇▇▇▇
▇-▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ FOR MONTHLY DEFAULTED LOAN REPORT
|
Data
Field
|
Format
|
Data
Description
|
||||||
|
%
of MI coverage
|
NUMBER(6,5)
|
The
percent of coverage provided by the PMI company in the event of
loss on a
defaulted loan.
|
||||||
|
Actual
MI claim filed date
|
DATE(MM/DD/YYYY)
|
Actual
date that the claim was submitted to the PMI company.
|
||||||
|
Actual
bankruptcy start date
|
DATE(MM/DD/YYYY)
|
Actual
date that the bankruptcy petition is filed with the
court.
|
||||||
|
Actual
MI claim amount filed
|
NUMBER(15,2)
|
The
amount of the claim that was filed by the servicer with the PMI
company.
|
||||||
|
Actual
discharge date
|
DATE(MM/DD/YYYY)
|
Actual
date that the Discharge Order is entered in the bankruptcy
docket.
|
||||||
|
Actual
due date
|
DATE(MM/DD/YYYY)
|
Actual
due date of the next outstanding payment amount due from the
mortgagor.
|
||||||
|
Actual
eviction complete date
|
DATE(MM/DD/YYYY)
|
Actual
date that the eviction proceedings are completed by local
counsel.
|
||||||
|
Actual
eviction start date
|
DATE(MM/DD/YYYY)
|
Actual
date that the eviction proceedings are commenced by local
counsel.
|
||||||
|
Actual
first legal date
|
DATE(MM/DD/YYYY)
|
Actual
date that foreclosure counsel filed the first legal action as defined
by
state statute.
|
||||||
|
Actual
redemption end date
|
DATE(MM/DD/YYYY)
|
Actual
date that the foreclosure redemption period expires.
|
||||||
|
Bankruptcy
chapter
|
VARCHAR2(2)
|
7= Chapter 7 filed
12= Chapter 12 filed
|
11= Chapter 11 filed
13=
Chapter 13 filed
|
Chapter
of bankruptcy filed.
|
||||
|
Bankruptcy
flag
|
VARCHAR2(2)
|
Y=Active Bankruptcy | N=No Active Bankruptcy |
Servicer
defined indicator that identifies that the property is an asset
in an
active bankruptcy case.
|
||||
|
Bankruptcy
Case Number
|
VARCHAR2(15)
|
The
court assigned case number of the bankruptcy filed by a party with
interest in the property.
|
D-2-1
|
MI
claim amount paid
|
NUMBER(15,2)
|
The
amount paid to the servicer by the PMI company as a result of submitting
an MI claim.
|
||||||
|
MI
claim funds received date
|
DATE(MM/DD/YYYY)
|
Actual
date that funds were received from the PMI company as a result
of
transmitting an MI claim.
|
||||||
|
Current
loan amount
|
NUMBER(10,2)
|
Current
unpaid principal balance of the loan as of the date of reporting
to Aurora
Master Servicing.
|
||||||
|
Date
FC sale scheduled
|
DATE(MM/DD/YYYY)
|
Date
that the foreclosure sale is scheduled to be held.
|
||||||
|
Date
relief/dismissal granted
|
DATE(MM/DD/YYYY)
|
Actual
date that the dismissal or relief from stay order is entered by
the
bankruptcy court.
|
||||||
|
Date
REO offer accepted
|
DATE(MM/DD/YYYY)
|
Actual
date of acceptance of an REO offer.
|
||||||
|
Date
REO offer received
|
DATE(MM/DD/YYYY)
|
Actual
date of receipt of an REO offer.
|
||||||
|
Delinquency
value
|
NUMBER(10,2)
|
Value
obtained typically from a BPO prior to foreclosure referral not
related to
loss mitigation activity.
|
|
Delinquency
value source
|
VARCHAR2(15)
|
BPO= Broker's Price Opinion | Appraisal=Appraisal |
Name
of vendor or management company that provided the delinquency valuation
amount.
|
||||
|
Delinquency
value date
|
DATE(MM/DD/YYYY)
|
Date
that the delinquency valuation amount was completed by vendor or
property
management company.
|
||||||
|
Delinquency
flag
|
VARCHAR2(2)
|
Y= 90+ delinq. Not in FC, Bky or Loss mit
N=Less than 90 days delinquent
|
Servicer
defined indicator that identifies that the loan is delinquent but
is not
involved in loss mitigation, foreclosure, bankruptcy or
REO.
|
|||||
|
Foreclosure
flag
|
VARCHAR2(2)
|
Y=Active foreclosure | N=No active foreclosure |
Servicer
defined indicator that identifies that the loan is involved in
foreclosure
proceedings.
|
||||
|
Corporate
expense balance
|
NUMBER(10,2)
|
Total
of all cumulative expenses advanced by the servicer for non-escrow
expenses such as but not limited to: FC fees and costs, bankruptcy
fees
and costs, property preservation and property
inspections.
|
D-2-2
|
Foreclosure
attorney referral date
|
DATE(MM/DD/YYYY)
|
Actual
date that the loan was referred to local counsel to begin foreclosure
proceedings.
|
||||||
|
Foreclosure
valuation amount
|
NUMBER(15,2)
|
Value
obtained during the foreclosure process. Usually as a result of
a BPO and
typically used to calculate the bid.
|
||||||
|
Foreclosure
valuation date
|
DATE(MM/DD/YYYY)
|
Date
that foreclosure valuation amount was completed by vendor or property
management company.
|
||||||
|
Foreclosure
valuation source
|
VARCHAR2(80)
|
BPO= Broker's Price Opinion | Appraisal=Appraisal |
Name
of vendor or management company that provided the foreclosure valuation
amount.
|
||||
|
FHA
27011A transmitted date
|
DATE(MM/DD/YYYY)
|
Actual
date that the FHA 27011A claim was submitted to HUD.
|
||||||
|
FHA
27011 B transmitted date
|
DATE(MM/DD/YYYY)
|
Actual
date that the FHA 27011B claim was submitted to HUD.
|
||||||
|
VA
LGC/ FHA Case number
|
VARCHAR2(15)
|
Number
that is assigned individually to the loan by either HUD or VA at
the time
of origination. The number is located on the Loan Guarantee Certificate
(LGC) or the Mortgage Insurance Certificate (MIC).
|
||||||
|
FHA
Part A funds received date
|
DATE(MM/DD/YYYY)
|
Actual
date that funds were received from HUD as a result of transmitting
the
27011A claim.
|
||||||
|
Foreclosure
actual sale date
|
DATE(MM/DD/YYYY)
|
Actual
date that the foreclosure sale was held.
|
||||||
|
Servicer
loan number
|
VARCHAR2(15)
|
Individual
number that uniquely identifies loan as defined by
servicer.
|
||||||
|
Loan
type
|
VARCHAR2(2)
|
1=FHA Residential
3=Conventional w/o PMI
5=FHA
Project
7=HUD
235/265
9=Farm LoanS=Sub prime
|
2=VA Residential 4=Commercial
6=Conventional w/PMI
8=Daily Simple Interest Loan
U=Unknown
|
Type
of loan being serviced generally defined by the existence of certain
types
of insurance. (ie: FHA, VA, conventional insured, conventional
uninsured,
SBA, etc.)
|
||||
|
Loss
mit approval date
|
DATE(MM/DD/YYYY)
|
The
date determined that the servicer and mortgagor agree to pursue
a defined
loss mitigation alternative.
|
D-2-3
|
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
aloss mitigation alternative.
|
||||
|
Loss
mit removal date
|
DATE(MM/DD/YYYY)
|
The
date that the mortgagor is denied loss mitigation alternatives
or the date
that the loss mitigation alternative is completed resulting in
a current
or liquidated loan.
|
||||||
|
Loss
mit type
|
VARCHAR2(2)
|
L= Loss Mitigation
NP=Pending non-performing sale
DI= Deed in lieu
MO=Modification
SH=Short sale
|
LT=Ligitation pending
CH= Charge off
FB= Forbearance plan
PC=Partial claim
VA=VA refunding
|
The
defined loss mitigation alternative identified on the loss mit
approval
date.
|
||||
|
Loss
mit value
|
NUMBER(10,2)
|
Value
obtained typically from a BPO prior to foreclosure sale intended
to aid in
the completion of loss mitigation activity.
|
||||||
|
Loss
mit value date
|
DATE(MM/DD/YYYY)
|
Name
of vendor or management company that provided the loss mitigation
valuation amount.
|
||||||
|
Loss
mit value source
|
VARCHAR2(15)
|
BPO= Broker's Price Opinion | Appraisal=Appraisal |
Date
that the lostt mitigation valuation amount was completed by vendor
or
property management company.
|
||||
|
MI
certificate number
|
VARCHAR2(15)
|
A
number that is assigned individually to the loan by the PMI company
at the
time of origination. Similar to the VA LGC/FHA Case Number in purpose.
|
||||||
|
LPMI
Cost
|
NUMBER(7,7)
|
The
current premium paid to the PMI company for Lender Paid Mortgage
Insurance.
|
||||||
|
Occupancy
status
|
VARCHAR2(1)
|
O=Owner occupied
U=Unknown
|
T=Tenant occupied
V=Vacant
|
The
most recent status of the property regarding who if anyone is occupying
the property. Typically a result of a routine property
inspection.
|
||||
|
First
Vacancy date/ Occupancy status date
|
DATE(MM/DD/YYYY)
|
The
date that the most recent occupancy status was determined. Typically
the
date of the most recent property inspection.
|
||||||
|
Original
loan amount
|
NUMBER(10,2)
|
Amount
of the contractual obligations (ie: note and mortgage/deed of
trust).
|
D-2-4
|
Original
value amount
|
NUMBER(10,2)
|
Appraised
value of property as of origination typically determined through
the
appraisal process.
|
||||||
|
Origination
date
|
DATE(MM/DD/YYYY)
|
Date
that the contractual obligations (ie: note and mortgage/deed of
trust) of
the mortgagor was executed.
|
||||||
|
FHA
Part B funds received date
|
DATE(MM/DD/YYYY)
|
Actual
date that funds were received from HUD as a result of transmitting
the
27011B claim.
|
||||||
|
Post
petition due date
|
DATE(MM/DD/YYYY)
|
The
post petition due date of a loan involved in a chapter 13
bankruptcy.
|
||||||
|
Property
condition
|
VARCHAR2
(2)
|
1= Excellent
3=Average 5=Poor
|
2=Good
4=Fair
6=Very
poor
|
Physical
condition of the property as most recently reported to the servicer
by
vendor or property management company.
|
||||
|
Property
type
|
VARCHAR2(2)
3=Condo
6=Prefabricated
7=Mobilehome
A=Church house
O=Co-op
CT=Condotel
|
1=Single family 4=Multifamily B=Commercial
U=Unknown
P=PUD
M=Manufactured
MU=Mixed use
|
2=Town house
5=Other
C=Land only
D=Farm
R=Row housing
24= 2-4 family
|
Type
of property secured by mortgage such as: single family, 2-4 unit,
etc.
|
||||
|
Reason
for default
|
VARCHAR2(3)
|
001=Death of principal mtgr
003=Illness
of mtgr's family member
004=Death
of mtgr's family member
006=Curtailment
of income
008=Abandonment
of property
011=Property
problem
013=Inability
to rent property
015=Other
017=Business
failure
022=Energy-Environment
costs
026=
Payment adjustment
029=Transfer
ownership pending
031=Unable
to contact borrower
|
02=Illness of principal
mtgr
005=Marital
difficulties
007=Excessive
obligations
009=Distant
employee transfer
012=Inability
to sell property
014=Military
service
016=Unemployment
019=Casualty
loss
023=
Servicing problems
027=Payment
dispute
030=Fraud
INC=Incarceration
|
Cause
of delinquency as identified by mortgagor.
|
||||
|
REO
repaired value
|
NUMBER(10,2)
|
The
projected value of the property that is adjusted from the "as is"
value
assuming necessary repairs have been made to the property as determined
by
the vendor/property management
company.
|
D-2-5
|
REO
list price adjustment amount
|
NUMBER(15,2)
|
The
most recent listing/pricing amount as updated by the servicer for
REO
properties.
|
||||||
|
REO
list price adjustment date
|
DATE(MM/DD/YYYY)
|
The
most recent date that the servicer advised the agent to make an
adjustment
to the REO listing price.
|
||||||
|
REO
value (as is)
|
NUMBER(10,2)
|
The
value of the property without making any repairs as determined
by the
vendor/property management company.
|
||||||
|
REO
actual closing date
|
DATE(MM/DD/YYYY)
|
The
actual date that the sale of the REO property closed
escrow.
|
||||||
|
REO
flag
|
VARCHAR2(7)
|
Y=Active REO | N=No active REO |
Servicer
defined indicator that identifies that the property is now Real
Estate
Owned.
|
||||
|
REO
original list date
|
DATE(MM/DD/YYYY)
|
The
initial/first date that the property was listed with an agent as
an
REO.
|
||||||
|
REO
original list price
|
NUMBER(15,2)
|
The
initial/first price that was used to list the property with an
agent as an
REO.
|
||||||
|
REO
net sales proceeds
|
NUMBER(10,2)
|
The
actual REO sales price less closing costs paid. The net sales proceeds
are
identified within the HUD1 settlement statement.
|
||||||
|
REO
sales price
|
NUMBER(10,2)
|
Actual
sales price agreed upon by both the purchaser and servicer as documented
on the HUD1 settlement statement.
|
||||||
|
REO
scheduled close date
|
DATE(MM/DD/YYYY)
|
The
date that the sale of the REO property is scheduled to close
escrow.
|
||||||
|
REO
value date
|
DATE(MM/DD/YYYY)
|
Date
that the vendor or management company completed the valuation of
the
property resulting in the REO value (as is).
|
||||||
|
REO
value source
|
VARCHAR2(15)
|
BPO= Broker's Price Opinion | Appraisal=Appraisal |
Name
of vendor or management company that provided the REO value (as
is).
|
||||
|
Repay
first due date
|
DATE(MM/DD/YYYY)
|
The
due date of the first scheduled payment due under a forbearance
or
repayment plan agreed to by both the mortgagor and
servicer.
|
D-2-6
|
Repay
next due date
|
DATE(MM/DD/YYYY)
|
The
due date of the next outstanding payment due under a forbearance
or
repayment plan agreed to by both the mortgagor and servicer.
|
||||||
|
Repay
plan broken/reinstated/closed date
|
DATE(MM/DD/YYYY)
|
The
servicer defined date upon which the servicer considers that the
plan is
no longer in effect as a result of plan completion or mortgagor's
failure
to remit payments as scheduled.
|
||||||
|
Repay
plan created date
|
DATE(MM/DD/YYYY)
|
The
date that both the mortgagor and servicer agree to the terms of
a
forbearance or repayment plan.
|
||||||
|
SBO
loan number
|
NUMBER(9)
|
Individual
number that uniquely identifies loan as defined by Aurora Master
Servicing.
|
||||||
|
Escrow
balance/advance balance
|
NUMBER(10,2)
|
The
positive or negative account balance that is dedicated to payment
of
hazard insurance, property taxes, MI, etc. (escrow items
only)
|
||||||
|
Title
approval letter received date
|
DATE(MM/DD/YYYY)
|
The
actual date that the title approval was received as set forth in
the HUD
title approval letter.
|
||||||
|
Title
package HUD/VA date
|
DATE(MM/DD/YYYY)
|
The
actual date that the title package was submitted to either HUD
or
VA.
|
||||||
|
VA
claim funds received date
|
DATE(MM/DD/YYYY)
|
The
actual date that funds were received by the servicer from the VA
for the
expense claim submitted by the servicer.
|
||||||
|
|
||||||||
|
VA
claim submitted date
|
DATE(MM/DD/YYYY)
|
The
actual date that the expense claim was submitted by the servicer
to the
VA.
|
||||||
|
VA
first funds received amount
|
NUMBER(15,2)
|
The
amount of funds received by the servicer from VA as a result of
the
specified bid.
|
||||||
|
VA
first funds received date
|
DATE(MM/DD/YYYY)
|
The
date that the funds from the specified bid were received by the
servicer
from the VA.
|
||||||
|
VA
▇▇▇ submitted date
|
DATE(MM/DD/YYYY)
|
Actual
date that the Notice of Election to Convey was submitted to the
VA.
|
||||||
|
Zip
Code
|
VARCHAR2(5)
|
US
postal zip code that corresponds to property
location.
|
D-2-7
|
FNMA
Delinquency status code
|
VARCHAR2(3)
24=Drug
seizure
28=Modification
31=Probate
44=Deed-in-lieu
62=VA
no-bid
65=Ch.
7 bankruptcy
|
09=Forbearance
26=Refinance
29=Charge-off
32=Military
indulgence
49=Assignment
63=VA
Refund
66=Ch.
11 bankruptcy
|
17=Preforeclosure
sale
27=Assumption
30=Third-party
sale
43=Foreclosure
61=Second
lien considerations
64=VA
Buydown
67=Ch.
13 bankruptcy
|
The
code that is electronically reported to FNMA by the servicer that
reflects
the current defaulted status of a loan. (ie: 65, 67, 43 or
44)
|
||||
|
FNMA
delinquency reason code
|
VARCHAR2(3)
001=Death of principal mtgr
003=Illness
of mtgr's family member
005=Marital
difficulties
007=Excessive
obligations
009=Distant
employee transfer
012=Inability
to sell property
014=Military
service
016=Unemployment
019=Casualty
loss
023=
Servicing problems
027=Payment
dispute
030=Fraud
INC=Incarceration
|
|
002=Illness
of principal mtgr
004=Death
of mtgr's family member
006=Curtailment
of income
008=Abandonment
of property
011=Property
problem
013=Inability
to rent property
015=Other
017=Business
failure
022=Energy-Environment
costs
026=
Payment adjustment
029=Transfer
ownership pending
031=Unable
to contact borrower
|
The
code that is electronically reported to FNMA by the servicer that
describes the circumstance that appears to be the primary contributing
factor to the delinquency.
|
||||
|
Suspense
balance
|
NUMBER(10,2)
|
Money
submitted to the servicer, credited to the mortgagor's account
but not
allocated to principal, interest, escrow, etc.
|
||||||
|
Restricted
escrow balance
|
NUMBER(10,2)
|
Money
held in escrow by the mortgage company through completion of repairs
to
property.
|
||||||
|
Investor
number
|
NUMBER
(10,2)
|
Unique
number assigned to a group of loans in the servicing system.
|
▇-▇-▇
▇▇▇▇▇▇▇
▇-▇
FORM
OF
LOAN LOSS REPORT
|
Final
Report Field Heading
|
Definition
|
Format
|
||
|
Servicer
Cut Off Date
|
Reporting
cycle cut off date
|
DATE(MM/DD/YYYY)
|
||
|
Servicer
Loan Number
|
Individual
number that uniquely identifies loan as defined by
servicer.
|
VARCHAR2(15)
|
||
|
Investor
Loan Number
|
Individual
number that uniquely identifies loan as defined by Aurora Master
Servicing.
|
NUMBER(9)
|
||
|
Servicer
Customer Number
|
Unique
number assigned to each servicer
|
NUMBER(3)
|
||
|
Investor
ID
|
Unique
number assigned to a group of loans in the servicing system.
|
NUMBER
(10,2)
|
||
|
Resolution
Type
|
Description
of the process to resolve the delinquency. Ex. Foreclosure, Short
Sale,
Third Party Sale, Deed In Lieu, etc.
|
VARCHAR2(15)
|
||
|
Resolution
Date
|
Date
the process described in Resolution Type was completed.
|
DATE(MM/DD/YYYY)
|
||
|
Liquidation
Date
|
Date
the loan was liquidated on the servicers servicing system.
|
DATE(MM/DD/YYYY)
|
||
|
REO
Sale Date
|
Actual
date that the sale of the REO property closed escrow.
|
DATE(MM/DD/YYYY)
|
||
|
Title
Date
|
Date
clear title was recorded.
|
DATE(MM/DD/YYYY)
|
||
|
MI
Percent
|
Percent
of coverage provided by the PMI company in the event of loss on
a
defaulted loan.
|
NUMBER(6,5)
|
||
|
First
Legal Date
|
Actual
date that foreclosure counsel filed the first legal action as defined
by
state statute.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
1 Filing Date
|
Actual
date the bankruptcy petition is filed with the court.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
1 Relief Date
|
Actual
date the Discharge, Dismissal or Relief Order is entered in the
bankruptcy
docket.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
2 Filing Date
|
Actual
date the bankruptcy petition is filed with the court.
|
DATE(MM/DD/YYYY)
|
||
|
Bankruptcy
2 Relief Date
|
Actual
date the Discharge, Dismissal or Relief Order is entered in the
bankruptcy
docket.
|
DATE(MM/DD/YYYY)
|
D-3-1
|
Foreclosure
Fees
|
Amount
paid to the Foreclosure Attorney for performing his
service.
|
NUMBER(10,2)
|
||
|
Foreclosure
Costs
|
Amount
incurred as part of the foreclosure process.
|
NUMBER(10,2)
|
||
|
Bankruptcy
Costs
|
Amount
incurred related to a bankruptcy filing involving the borrower
or subject
property.
|
NUMBER(10,2)
|
||
|
Eviction
Costs
|
Amount
incurred related to the eviction process.
|
NUMBER(10,2)
|
||
|
Appraisal
Costs
|
Amount
incurred to acquire a value for the subject property.
|
NUMBER(10,2)
|
||
|
Preservation
Costs
|
Amount
incurred to preserve and secure the property.
|
NUMBER(10,2)
|
||
|
Utility
Costs
|
Amount
incurred for utilities at the property.
|
NUMBER(10,2)
|
||
|
HOA
Costs
|
Amount
paid to the Home Owners Association to maintain the property
dues.
|
NUMBER(10,2)
|
||
|
Other
Costs
|
Amount
of Miscellaneous Expenses incurred during the default
process.
|
NUMBER(10,2)
|
||
|
Interest
on Advances
|
Interest
paid by HUD/VA or MI on the amounts advanced related to the liquidation
of
the property.
|
NUMBER(10,2)
|
||
|
Hazard
Refunds
|
Amount
of refunds of Hazard Premiums paid.
|
NUMBER(10,2)
|
||
|
Real
Estate Taxes
|
Amount
of any taxes paid during the default process.
|
NUMBER(10,2)
|
||
|
Hazard
Premiums
|
Amount
paid for Hazard Insurance on the property held as collateral for
the
mortgage.
|
NUMBER(10,2)
|
||
|
MI
Premiums
|
Amount
paid for Mortgage Insurance related to the mortgage loan.
|
NUMBER(10,2)
|
||
|
Other
Escrow
|
Miscellaneous
Expenses incurred from the escrow account during the default
process.
|
NUMBER(10,2)
|
||
|
Sales
Proceeds
|
Funds
received in connection with the sale of the property held as collateral
for the mortgage loan (Positive Number).
|
NUMBER(10,2)
|
||
|
Initial
Claim Proceeds
|
Funds
received in connection with the conveyance of the property to the
insuring
agency (Positive Number).
|
NUMBER(10,2)
|
||
|
Final
Claim Proceeds
|
Claim
funds received from the insuring agency (HUD/VA).
|
NUMBER(10,2)
|
D-3-2
|
Other
Proceeds
|
Miscellaneous
funds received in connection with the property held as collateral
for the
mortgage loan (Positive Number).
|
NUMBER(10,2)
|
||
|
Escrow
Balance
|
Any
positive balance remaining in the escrow account.
|
NUMBER(10,2)
|
||
|
Replacement
Reserve Bal
|
Amount
of funds held in the Replacement Reserve account (Positive
Number).
|
NUMBER(10,2)
|
||
|
Restricted
Escrow Bal
|
Amount
of funds held in the Restricted Escrow account.
|
NUMBER(10,2)
|
||
|
Suspense
Balance
|
Amount
of funds held in the Suspense account (Positive Number).
|
NUMBER(10,2)
|
||
|
Servicer
Retained Loss
|
The
total amount of the Gross Final Actual (Loss)/Gain the servicer
will take,
due to Interest/Expense Curtailments by HUD/VA (This would include
Advances not claimed to HUD/VA or MI due to servicer error) (Positive
Number).
|
NUMBER(10,2)
|
D-3-3
EXHIBIT
E
FORM
OF
ANNUAL CERTIFICATION
|
Re:
|
The
Securitization Servicing Agreement dated as of January 1, 2007 (the
“Agreement”), by and among JPMorgan Chase Bank, National Association (the
“Servicer”), ▇▇▇▇▇▇ Brothers Holdings Inc., as seller (the “Seller”),
Aurora Loan Services LLC, as master servicer (the “Master Servicer”), and
acknowledged by ▇▇▇▇▇ Fargo Bank, N.A., as Trustee (the “Trustee”).
|
I,
[identify the certifying individual], the [title] of the Servicer, certify
to
the Trustee, the Master Servicer and Structured Asset Securities Corporation
(the “Depositor”), and their officers, with the knowledge and intent that they
will rely upon this certification, that:
(1) The
Company has reviewed the servicer compliance statement of the Servicer provided
in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Company’s compliance with the servicing criteria set
forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Servicer
during 200[ ] that were delivered by the Servicer to any of the Depositor,
the
Master Servicer and the Trustee pursuant to the Agreement (collectively, the
“Company Servicing Information”);
(2) Based
on
the Company’s knowledge, the Company Servicing Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with respect
to the period of time covered by the Company Servicing Information;
(3) Based
on
the Company’s knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the Depositor,
the Master Servicer and the Trustee;
(4) Based
on
the Company’s knowledge and the compliance review conducted in preparing the
Compliance Statement and except as disclosed in the Compliance Statement, the
Servicing Assessment or the Attestation Report, the Servicer has fulfilled
its
obligations under the Agreement in all material respects; and
(5) The
Compliance Statement required to be delivered by the Servicer pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Servicer and by any Subservicer or Subcontractor pursuant to
the
Agreement, have been provided to the Depositor, the Master Servicer and the
Trustee. Any material instances of noncompliance described in such reports
have
been disclosed to the Depositor, the Master Servicer and the Trustee. Any
material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
E-1
| Date: ___________________________ | ||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
▇-▇
▇▇▇▇▇▇▇
▇
▇▇▇▇▇
▇▇▇▇-▇▇▇ TRUST AGREEMENT
F-1
EXHIBIT
G
▇▇▇▇▇▇
▇▇▇ GUIDE NO. 95-19
Reference
|
·
|
Selling
|
This
announcement amends the guide(s) indicated.
|
|
·
|
Servicing
|
Please
keep it for reference until we issue a formal
change.
|
Subject “Full-File”
Reporting to Credit Repositories
Part
IV,
Section 107, of the servicing Guide currently requires servicers to report
only
90-day delinquencies to the four major credit repositories. To ensure that
the
repositories have up-to-date information for both servicing and origination
activity, we have decided to begin requiring—as of the month ending March 31,
1996—servicers to provide the credit repositories a “full-file” status report
for the mortgages they service for us.
“Full-file”
reporting requires that servicers submit a monthly report to each of the credit
repositories to describe the exact status for each mortgage they service for
us.
The status reported generally should be the one in effect as of the last
business day of each month. Servicers may, however, use a slightly later cut-off
date—for example, at the and of the first week of a month—to assure that payment
corrections, returned checks, and other adjustments related to the previous
month’s activity can be appropriately reflected in their report for that month.
Statuses that must be reported for any given mortgage include the following:
new
origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, and
charged-off. (The credit repositories will provide the applicable codes for
reporting these statuses to them.) A listing of each of the major repositories
to which “full-file” status reports must be sent is attached.
Servicers
are responsible for the complete and accurate reporting of mortgage status
information to the repositories and for resolving any disputes that arise about
the information they report. Servicers must respond promptly to any inquiries
from borrowers regarding specific mortgage status information about them that
was reported to the credit repositories.
Servicers
should contact their Customer Account Team in their lead ▇▇▇▇▇▇ Mae regional
office if they have any questions about this expanded reporting
requirement.
▇▇▇▇▇▇
▇.
Engeletad
Senior
Vice President - Mortgage and Lender Standards
11/20/95
G-1
▇▇▇▇▇▇
MAE GUIDE 95-19
ATTACHMENT
1
ANNOUNCEMENT
Major
Credit Repositories
A
“full-file” status report for each mortgage serviced for ▇▇▇▇▇▇ ▇▇▇ must be sent
to the following repositories each month (beginning with the month ending March
31, 1996):
|
Company
|
Telephone
Number
|
|
Consumer
Credit Associates, Inc.
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
|
Call
(▇▇▇) ▇▇▇-▇▇▇▇, either extension 150, 101, or 112, for all
inquiries.
|
|
Equifax
|
Members
that have an account number may call their local sales representative
for
all inquiries; lenders that need to set up an account should call
(▇▇▇)
▇▇▇-▇▇▇▇ and select the customer assistance option.
|
|
TRW
Information Systems & Services
▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
|
Call
(▇▇▇) ▇▇▇-▇▇▇▇ for all inquiries,
current
members should select option 3;
lenders
that need to set up an account should select Option 4.
|
|
Trans
Union Corporation
▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇
|
Call
(▇▇▇) ▇▇▇-▇▇▇▇ to get the name of
the
local bureau to contact about setting
up
an account or obtaining other
information.
|
11/20/95
G-2
EXHIBIT
H
FORM
OF
POWER OF ATTORNEY
Record
and Return to:
Paid
Accounts Dept. #410
JPMorgan
Chase Bank, National Association
c/o
Chase
Home Finance, LLC
▇▇
▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
LIMITED
POWER OF ATTORNEY
This
Limited Power of Attorney is made as of _____________ by _________________,
having an office at _________________________________ (“Grantee”), in favor of
JPMorgan Chase Bank, a national banking association, having an office at ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Servicer”).
WHEREAS,
the Servicer, ▇▇▇▇▇▇ Brothers Holdings Inc., Aurora Loan Services LLC and ▇▇▇▇▇
Fargo Bank, N.A. (the “Trustee”) have executed and delivered a certain
Securitization Servicing Agreement dated as of January 1, 2007 (the “Servicing
Agreement”), pursuant to which the parties thereto agreed to certain terms
governing the servicing of certain mortgage loans (“Mortgage Loans”) by the
Servicer on behalf of the Trustee in connection with Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2007-BC1;
and
WHEREAS,
the [Grantee] [Trustee] and the Servicer desire that the Grantee execute and
deliver this Limited Power of Attorney in order to facilitate the servicing
of
the Mortgage Loans by the Servicer; and
NOW
THEREFORE, the [Grantee] [Trustee] does hereby appoint, subject to and in
accordance with the Servicing Agreement, the Servicer, as its attorney-in-fact,
in its name, place and stead:
[DELETE
THOSE PARAGRAPHS BELOW WHICH ARE NOT APPLICABLE]
|
[1)
|
To
execute all documents necessary to satisfy or discharge “Mortgages” and
“Mortgage Notes” (as defined in the Servicing Agreement) upon receipt of
all principal, interest and other payments called for in the related
documents;]
|
|
[2)
|
To
take such actions as are necessary and appropriate to pursue, prosecute
and defend foreclosures (or other comparable conversions to ownership),
ejectments, evictions, bankruptcies, suits and other related matters
with
respect to “Mortgaged Properties” (as defined in the Servicing Agreement),
in accordance with Servicing
Agreement;]
|
|
[3)
|
To
execute all deeds, deeds to secure debt, assignments, transfers,
tax
declarations, certificates, pledges and any other documents or instruments
whatsoever which are necessary, appropriate, or required in order
to
transfer and assign Mortgaged Properties acquired by the
[Trustee][Grantee] either by foreclosure or by deed in lieu of foreclosure
[in the name of [Grantee]] and any such deed to be without
recourse;]
|
H-1
|
[4)
|
To
execute subordination agreements affecting the lien priority of the
Mortgages.]
|
|
[5)
|
To
take such further actions as are deemed necessary or desirable to
service,
administer and enforce the terms of said Mortgage Loans in accordance
with
the Servicing Agreement.]
|
Until
a
properly executed revocation of this Limited Power of Attorney is duly executed
and delivered, all parties dealing with said attorney-in-fact (individually
or
collectively) in connection with the above described matters may fully rely
upon
the power and authority of said attorney-in-fact to act for and on behalf of
the
undersigned, and in its name, place and stead, and may accept and rely on all
documents and agreements entered into by said attorney-in-fact pursuant to
the
powers listed herein.
As
between the [Trustee] [Grantee] and the Servicer, this Limited Power of Attorney
shall be effective as of [Date] and shall remain in full force and effect
thereafter until a written notice of revocation hereof shall have been executed
by the Grantee. The expiration or revocation of the period of agency hereunder
shall in no wise affect the validity of any actions of said Attorney-In-Fact
during said period. This Limited Power of Attorney is not intended to modify
or
expand the rights and obligations of the Servicer as set forth in the Servicing
Agreement.
Nothing
in this Limited Power of Attorney shall be construed to prevent the [Trustee]
[Grantee] from acting on its behalf as the owner of the Mortgage
Loans.
H-2
IN
WITNESS WHEREOF, the Grantee has caused this Limited Power of Attorney to be
signed and executed as its seal hereto affixed in its name by its proper officer
thereunto duly authorized on the ______ day of _________________,
200__.
| By: | ||
|
Witness
|
Name:
|
|
|
Witness |
Title:
|
|
H-3
State
of
________________________:
County
of
______________________:
On
this,
the _____ day of _____________, 200__, before me, a Notary Public in and for
said County and State, personally appeared, ______________________, personally
known to me (or proved on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS
my hand and official seal
_________________________
Notary
Signature
My
Commission Expires on ________________.
H-4
EXHIBIT
I
SERVICING
CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE
The
Servicer shall address, at a minimum, the criteria identified as below as
“Applicable Servicing Criteria”, as identified by a ▇▇▇▇ in the column titled
“Applicable Servicing Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|||
|
Reference
|
Criteria
|
|
||
|
|
General
Servicing Considerations
|
|
||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
||
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
||
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
||
|
|
Cash
Collection and Administration
|
|||
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial
bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
||
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
||
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
||
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
||
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
||
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
||
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
||
I-1
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|||
|
Reference
|
Criteria
|
|
||
|
|
Investor
Remittances and Reporting
|
|||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and
applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance
with the
terms specified in the transaction agreements; (C) are filed
with the
Commission as required by its rules and regulations; and (D)
agree with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
X
|
||
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
||
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
||
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
||
|
|
Pool
Asset Administration
|
|||
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the
transaction
agreements or related mortgage loan documents.
|
X
|
||
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the
transaction
agreements
|
|||
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
||
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance
with the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements,
and
allocated to principal, interest or other items (e.g., escrow)
in
accordance with the related mortgage loan documents.
|
X
|
||
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage
loans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
||
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions,
as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
||
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including,
for example,
phone calls, letters and payment rescheduling plans in cases
where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with
variable
rates are computed based on the related mortgage loan
documents.
|
X
|
||
I-2
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|||
|
Reference
|
Criteria
|
|
||
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period
specified in
the transaction agreements; (B) interest on such funds is paid,
or
credited, to obligors in accordance with applicable mortgage
loan
documents and state laws; and (C) such funds are returned to
the obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that
such support
has been received by the servicer at least 30 calendar days
prior to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be
made on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business
days to the
obligor’s records maintained by the servicer, or such other number
of days
specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as
set forth in
the transaction agreements.
|
|||
I-3
EXHIBIT
J
TRANSACTION
PARTIES
|
Trustee
|
▇▇▇▇▇
Fargo Bank, N.A.
|
|
Master
Servicer
|
Aurora
Loan Services LLC
|
|
Credit
Risk Manager
|
▇▇▇▇▇▇▇
Fixed Income Services Inc.
|
|
Interest
Rate Swap Counterparty
|
Wachovia
Bank, National Association
|
|
Interest
Rate Cap Counterparty
|
Wachovia
Bank, National Association
|
|
Servicer(s)
|
Aurora
Loan Services LLC, Option One Mortgage Corporation and ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
Bank National Association
|
|
Originator(s)
|
Option
One Mortgage Corporation, BNC Mortgage, Inc. and ▇▇▇▇▇▇ Brothers
Bank,
FSB
|
|
Custodian(s)
|
Deutsche
Bank National Trust Company, ▇▇▇▇▇ Fargo Bank, N.A. and LaSalle
Bank
National Association
|
|
Seller
|
▇▇▇▇▇▇
Brothers Holdings Inc.
|
J-1
EXHIBIT
K
FORM
OF
ANNUAL OFFICER’S CERTIFICATE
Via
Overnight Delivery
[DATE]
To:
Aurora
Loan Services LLC
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(SASCO
2007-BC1)
|
RE:
|
Annual
officer’s certificate delivered pursuant to Section 5.05 of that certain
securitization servicing agreement, dated as of January 1, 2007 (the
“Agreement”), by and among ▇▇▇▇▇▇ Brothers Holdings Inc., JPMorgan Chase
Bank, National Association, as servicer (the “Servicer”) and Aurora Loan
Services LLC, as master servicer, and acknowledged by ▇▇▇▇▇ Fargo
Bank,
N.A., as Trustee, relating to the issuance of the Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series
2007-BC1
|
[_______],
the undersigned, a duly authorized [_______] of [the Servicer][Name of
Subservicer], does hereby certify the following for the [calendar year][identify
other period] ending on December 31, 20[__]:
|
1.
|
A
review of the activities of the Servicer during the preceding calendar
year (or portion thereof) and of its performance under the Agreement
for
such period has been made under my
supervision.
|
|
2.
|
To
the best of my knowledge, based on such review, the Servicer has
fulfilled
all of its obligations under the Agreement in all material respects
throughout such year (or applicable portion thereof), or, if there
has
been a failure to fulfill any such obligation in any material respect,
I
have specifically identified to the Master Servicer, the Depositor
and the
Trustee each such failure known to me and the nature and status thereof,
including the steps being taken by the Servicer to remedy such
default.
|
Certified
By:
______________________________
Name:
Title:
K-1
EXHIBIT
L
SUBSERVICED
MORTGAGE LOAN SCHEDULE
|
Loan
ID
|
Chase
Servicing Fee
Rate
|
|
L-1
|
Loan
ID
|
Chase
Servicing Fee
Rate
|
|
L-2
|
Loan
ID
|
Chase
Servicing Fee
Rate
|
|
L-3
|
Loan
ID
|
Chase
Servicing Fee
Rate
|
|
L-4