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Servicing Agreement

 

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Title:

Servicing Agreement

Entities:

LXS 2007-8h

Date:

2007

Size:

Preview shows 79KB of 225KB total

Price:

$73

ID:

#3117156

 

 

► Services ► Servicing Agreements

 

 

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EXECUTION

 


 
 
 
AURORA LOAN SERVICES LLC,
 
as Servicer

 
LEHMAN BROTHERS HOLDINGS INC.,
 
as Seller
 
and
 
AURORA LOAN SERVICES LLC,
 
as Master Servicer
 
_____________________________
 
Structured Asset Securities Corporation
Lehman XS Trust
Mortgage Pass-Through Certificates, Series 2007-8H
 
SERVICING AGREEMENT
 
Dated as of May 1, 2007
 
_____________________________
 


 
 

 

 
TABLE OF CONTENTS
Page
 
ARTICLE I. DEFINITIONS
 
ARTICLE II. SELLER?S ENGAGEMENT OF SERVICER TO PERFORM SERVICING RESPONSIBILITIES
 
Section 2.01
Contract for Servicing; Possession of Servicing Files.
13
Section 2.02
Books and Records.
14
 
ARTICLE III. SERVICING OF THE MORTGAGE LOANS
 
Section 3.01
Servicer to Service.
15
Section 3.02
Collection of Mortgage Loan Payments.
17
Section 3.03
Establishment of and Deposits to Custodial Account.
17
Section 3.04
Permitted Withdrawals From Custodial Account.
18
Section 3.05
Establishment of and Deposits to Escrow Account.
19
Section 3.06
Permitted Withdrawals From Escrow Account.
20
Section 3.07
Maintenance of PMI Policy and/or LPMI Policy; Claims.
21
Section 3.08
Fidelity Bond and Errors and Omissions Insurance.
22
Section 3.09
Notification of Adjustments.
22
Section 3.10
Completion and Recordation of Assignments of Mortgage.
23
Section 3.11
Protection of Accounts.
23
Section 3.12
Payment of Taxes, Insurance and Other Charges.
23
Section 3.13
Maintenance of Hazard Insurance.
24
Section 3.14
Maintenance of Mortgage Blanket Insurance.
25
Section 3.15
Restoration of Mortgaged Property.
25
Section 3.16
Title, Management and Disposition of REO Property.
25
Section 3.17
Real Estate Owned Reports.
28
Section 3.18
MERS.
28
 
 
-i-

 
 
Section 3.19
Waiver of Prepayment Penalty Amounts.
29
Section 3.20
Safeguarding Customer Information.
29
 
ARTICLE IV. PAYMENTS TO MASTER SERVICER
 
Section 4.01
Remittances.
30
Section 4.02
Statements to Master Servicer.
30
Section 4.03
Monthly Advances by Servicer.
32
 
ARTICLE V. GENERAL SERVICING PROCEDURES
 
Section 5.01
Servicing Compensation.
32
Section 5.02
Report on Attestation of Compliance with Applicable Servicing Criteria.
33
Section 5.03
Annual Officer?s Certificate.
33
Section 5.04
Report on Assessment of Compliance with Applicable Servicing Criteria.
34
Section 5.05
Transfers of Mortgaged Property.
35
 
ARTICLE VI. REPRESENTATIONS, WARRANTIES AND AGREEMENTS
 
Section 6.01
Representations, Warranties and Agreements of the Servicer.
36
Section 6.02
Remedies for Breach of Representations and Warranties of the Servicer.
38
Section 6.03
Additional Indemnification by the Servicer; Third Party Claims.
38
Section 6.04
Indemnification with Respect to Certain Taxes and Loss of REMIC Status.
39
Section 6.05
Reporting Requirements of the Commission and Indemnification.
40
 
ARTICLE VII. THE SERVICER
 
Section 7.01
Merger or Consolidation of the Servicer.
41
Section 7.02
Limitation on Liability of the Servicer and Others.
41
Section 7.03
Limitation on Resignation and Assignment by the Servicer.
42
Section 7.04
Subservicing Agreements and Successor Subservicer.
43
 
 
-ii-

 
 
 
ARTICLE VIII. TERMINATION
 
Section 8.01
Termination for Cause.
44
Section 8.02
Termination Without Cause.
46
 
ARTICLE IX. MISCELLANEOUS PROVISIONS
 
Section 9.01
Successor to the Servicer.
47
Section 9.02
Costs.
49
Section 9.03
Notices.
49
Section 9.04
Severability Clause.
50
Section 9.05
No Personal Solicitation.
51
Section 9.06
Counterparts.
51
Section 9.07
Place of Delivery and Governing Law.
52
Section 9.08
Further Agreements.
52
Section 9.09
Intention of the Parties.
52
Section 9.10
Successors and Assigns; Assignment of Servicing Agreement.
52
Section 9.11
Assignment by the Seller.
52
Section 9.12
Waivers.
53
Section 9.13
Exhibits.
53
Section 9.14
General Interpretive Principles.
53
Section 9.15
Intended Third Party Beneficiaries.
53
Section 9.16
Reproduction of Documents.
54
Section 9.17
Protection of Confidential Information.
54
Section 9.18
Amendment.
54

 

 
-iii-

 

EXHIBITS
 
EXHIBIT A
Mortgage Loan Schedule
EXHIBIT B
Custodial Account Certification
EXHIBIT C
Escrow Account Certification
EXHIBIT D-1
Master Servicer Data Field Requirements (Standard Layout)
EXHIBIT D-2
Standard Layout for Monthly Defaulted Loan Report
EXHIBIT D-3
Form of Loan Loss Report
EXHIBIT E
Form of Certification to be Provided to the Depositor, the Master Servicer and the Trustee by the Servicer
EXHIBIT F
Assignment and Assumption Agreement
EXHIBIT G
Fannie Mae Guide No. 95-19
EXHIBIT H
Servicing Criteria to be Addressed in Report on Assessment of Compliance
EXHIBIT I
Transaction Parties
EXHIBIT J
Form of Annual Officer?s Certificate
EXHIBIT K
Schedule of Adjustable Rate Mortgage Loans Subject to Adjustment
 
 
-iv-

 
 
SERVICING AGREEMENT
 
This SERVICING AGREEMENT (this ?Agreement?), entered into as of the 1st day of May, 2007, by and among LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation (?Lehman Holdings? or the ?Seller?), AURORA LOAN SERVICES LLC, a Delaware limited liability company in its capacity as primary servicer (the ?Servicer?), and AURORA LOAN SERVICES LLC, in its capacity as Master Servicer under the Trust Agreement (as defined herein), recites and provides as follows:
 
RECITALS
 
WHEREAS, the Servicer and Lehman Brothers Bank, FSB (the ?Bank?) are parties to a Flow Servicing Agreement dated as of August 31, 1999, pursuant to which the Servicer services certain of the residential, fixed and adjustable rate mortgage loans identified on Exhibit A hereto (the ?Bank Mortgage Loans?).
 
WHEREAS, pursuant to an assignment and assumption agreement dated as of May 1, 2007 (the ?Assignment and Assumption Agreement?), between the Bank, as assignor, and Lehman Holdings, as assignee, annexed hereto as Exhibit F, the Bank has assigned all of its rights, title and interest in the Bank Mortgage Loans to Lehman Holdings, and Lehman Holdings has accepted such assignment.
 
WHEREAS, the Servicer and the Seller are parties to a Flow Servicing Agreement dated as of February 15, 2000 (the ?Flow Servicing Agreement?), pursuant to which the Servicer services certain of the mortgage loans identified on Exhibit A hereto (the ?Holdings Mortgage Loans,? and together with the Bank Mortgage Loans, the ?Mortgage Loans?).
 
WHEREAS, the Seller has conveyed the Mortgage Loans on a servicing-retained basis to Structured Asset Securities Corporation, a Delaware special purpose corporation (the ?Depositor?), pursuant to a mortgage loan sale and assignment agreement dated as of May 1, 2007 (the ?Mortgage Loan Sale and Assignment Agreement?), which in turn has conveyed the Mortgage Loans to LaSalle Bank National Association, solely in its capacity as trustee (in such capacity, the ?Trustee?), under a trust agreement dated as of May 1, 2007 (the ?Trust Agreement?), among the Trustee, Aurora Loan Services LLC, as master servicer (?Aurora,? and together with any successor Master Servicer appointed pursuant to the provisions of the Trust Agreement, the ?Master Servicer?), and the Depositor.
 
WHEREAS, from time to time certain other 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 and Exhibit A hereto will be amended by the parties hereto to include such mortgage loans which will then be ?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 Flow Servicing Agreement shall not apply to the Mortgage Loans for so long as the 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.

 

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