Exhibit 99.15
EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as
of the 1st day of April, 2005, by and between XXXXXX BROTHERS HOLDINGS INC., a
Delaware corporation (the "Seller" or "Xxxxxx Brothers Holdings"), and XXXXX
FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the
"Servicer"), and acknowledged by AURORA LOAN SERVICES LLC, a Delaware limited
liability company ("Aurora"), and JPMORGAN CHASE BANK, N.A.., a national banking
association (the "Trustee"), recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain
adjustable rate, conventional, first lien, residential mortgage loans from the
Servicer pursuant to the Seller's Warranties and Servicing Agreements between
the Seller and the Servicer, dated as of March 1, 2003 for Adjustable Rate
Mortgage Loans (2003-W27) and February 1, 2005 for Adjustable Rate Mortgage
Loans (2005-W08 and 2005-W10) (the "SWSA").
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated April
1, 2005 (the "Assignment and Assumption Agreement") annexed as Exhibit F hereto,
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 SWSA and assumed for the
benefit of each of the Servicer and the Bank the rights and obligations of the
Bank as owner of such mortgage loans pursuant to the SWSA.
WHEREAS, the Seller has conveyed the mortgage loans identified on Exhibit
C hereto (the "Serviced Mortgage Loans") to Structured Asset Securities
Corporation, a Delaware special purpose corporation ("SASCO"), which in turn has
conveyed the Serviced Mortgage Loans to the Trustee, pursuant to a trust
agreement, dated as of April 1, 2005 (the "Trust Agreement"), among the Trustee,
Aurora, as master servicer ("Aurora", and, together with any successor master
servicer appointed pursuant to the provisions of the Trust Agreement, the
"Master Servicer") and SASCO.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by the
Servicer pursuant to the SWSA attached hereto as Exhibit B.
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to the
rights of the Seller and the Master Servicer to terminate the rights and
obligations of the Servicer hereunder as set forth herein and to the other
conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the SWSA
shall apply to the Serviced Mortgage Loans, except to the extent otherwise
provided herein and that this Agreement shall govern the Serviced Mortgage Loans
for so long as such Serviced Mortgage Loans remain subject to the provisions of
the Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right, under certain
circumstances, to terminate the rights and obligations of the Servicer under
this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Seller and the Servicer hereby agree as
follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the SWSA
incorporated by reference herein (regardless if such terms are defined in the
SWSA), shall have the meanings ascribed to such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank
National Association will act as custodian of the Servicing Files for the
Trustee pursuant to a Custodial Agreement, dated April 1, 2005, between U.S.
Bank National Association and the Trustee.
3. Servicing. The Servicer agrees, with respect to the Serviced
Mortgage Loans, to perform and observe the duties, responsibilities and
obligations that are to be performed and observed under the provisions of the
SWSA, except as otherwise provided herein and on Exhibit A hereto, and that the
provisions of the SWSA, as so modified, are and shall be a part of this
Agreement to the same extent as if set forth herein in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by
operation of Section 4.05 and Section 5.01 of the SWSA, the remittance on May
18, 2005 to the Trust Fund is to include principal due after April 1, 2005 (the
"Trust Cut-off Date") plus interest, at the Mortgage Loan Remittance Rate
collected during the related Due Period exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, with the adjustments
specified in clauses (b), (c), (d) and (e) of Section 5.01 of the SWSA.
5. Master Servicing; Termination of Servicer. The Servicer,
including any successor servicer hereunder, shall be subject to the supervision
of the Master Servicer, which Master Servicer shall be obligated to ensure that
the Servicer services the Serviced Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Trustee and the SARM 2005-5 Trust Fund (the "Trust Fund") created pursuant to
the Trust Agreement, shall have the same rights as the Seller under the SWSA to
enforce the obligations of the Servicer under the SWSA and the term "Purchaser"
as used in the SWSA in connection with any rights of the Purchaser shall refer
to the Trust Fund or, as the context requires, the Master Servicer acting in its
capacity as agent for the Trust Fund, except as otherwise specified in Exhibit A
hereto. The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement upon the failure of the
Servicer to perform any of its obligations under this Agreement, which failure
results in an Event of Default as provided in Section 10.01 of the SWSA.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer assume any of the obligations of the Seller under the SWSA and in
connection with the performance of the Master Servicer's duties hereunder the
parties and other signatories hereto agree that the Master Servicer shall be
entitled to all of the rights, protections and limitations of liability afforded
to the Master Servicer under the Trust Agreement.
6. No Representations. Neither the Servicer nor the Master Servicer
shall be obligated or required to make any representations and warranties
regarding the characteristics of the Serviced Mortgage Loans (other than those
representations and warranties made by the Servicer in Section 3.02 of the SWSA
hereby restated as of the date of the SWSA) in connection with the transactions
contemplated by the Trust Agreement and issuance of the Certificates issued
pursuant thereto.
2
7. Notices. All notices and communications between or among the
parties hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Attn: E. Xxxx Xxxxxxxxxx - Xxxxxx Xxxxxxxxx
XXXX 0000-0
Tel: 000-000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank, N.A.
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services LLC,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: SARM 2005-5
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
JPMorgan Chase Bank, N.A.
4 New York Plaza, 6th Floor
New York, New York 10004
Attention: Institutional Trust Services/Global Debt - SARM 2005-5
Telephone: 000-000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller, at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: 000- 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
3
With a copy to:
Dechert, LLP
4000 Xxxx Atlantic Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the SWSA.
8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, NOTWITHSTANDING NEW YORK
OR OTHER CHOICE OF LAW RULES TO THE CONTRARY.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
instrument.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
4
Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Seller
By: ____________________________________
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Servicer
By: ____________________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President
Acknowledged:
AURORA LOAN SERVICES LLC,
as Master Servicer
By: ___________________________________
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
JPMORGAN CHASE BANK, N.A.
as Trustee
By: ___________________________________
Name:
Title:
EXHIBIT A
Modifications to the SWSA
1. Unless otherwise specified herein, any provisions of the SWSA, including
definitions, relating to (i) representations and warranties relating to the
Mortgage Loans and not relating to the servicing of the Mortgage Loans, (ii)
Mortgage Loan repurchase obligations, (iii) Whole Loan and Pass-Through
Transfers and Reconstitution, and (iv) Assignments of Mortgage, shall be
disregarded for purposes relating to this Agreement. The exhibits to the SWSA
and all references to such exhibits shall also be disregarded.
2. The definition of "Determination Date" in Article I is hereby amended as
follows:
Determination Date: With respect to each Remittance Date, the 15th
day of the month in which such Remittance Date occurs, or, if such
15th day is not a Business Day, the succeeding Business Day.
3. A new definition of "Prepayment Charge" is added to Article I immediately
following the definition of "PMI Policy" to read as follows:
Prepayment Charge: Any prepayment or yield maintenance fees,
penalties or charges to be paid by the Mortgagor in connection with
a Principal Prepayment on a Mortgage Loan.
4. A new definition of "Prepayment Interest Shortfall Amount" is added to
Article I immediately following the definition of "Prepayment Charge" to
read as follows:
Prepayment Interest Shortfall Amount: With respect to any Mortgage
Loan that was subject to a Principal Prepayment in full or in part
during any Due Period, which Principal Prepayment was applied to
such Mortgage Loan prior to such Mortgage Loan's Due Date in such
Due Period, the amount of interest (net of the related Servicing Fee
for Principal Prepayments in full only) that would have accrued on
the amount of such Principal Prepayment during the period commencing
on the date as of which such Principal Prepayment was applied to
such Mortgage Loan and ending on the day immediately preceding such
Due Date, inclusive.
5. A new definition of "Realized Loss" is added to Article I immediately
following the definition of "Rating Agencies" to read as follows:
Realized Loss: With respect to each Liquidated Mortgage Loan (as
defined in the Trust Agreement), an amount equal to (i) the unpaid
principal balance of such Mortgage Loan as of the date of
liquidation, minus (ii) Liquidation Proceeds received, to the extent
allocable to principal, net of amounts that are reimbursable
therefrom to the Master Servicer or the Company with respect to such
Mortgage Loan (other than Monthly Advances of principal) including
expenses of liquidation.
6. The parties acknowledge that the fourth paragraph of Section 2.02 (Books
and Records; Transfers of Mortgage Loans) shall be inapplicable to this
Agreement.
A-1
7. The parties acknowledge that Section 2.03 (Custodial Agreement; Delivery
of Documents) shall be superceded by the provisions of the Custodial
Agreement.
8. Section 3.01(c) (No Conflicts) is hereby amended by deleting the words
"the acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser".
9. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second and third sentences thereof.
10. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans".
11. Section 3.01 (i) (Selection Process), Section 3.01(k) (Sale Treatment),
Section 3.01(m) (No Brokers' Fees) and Section 3.01(n) (Fair
Consideration) shall be inapplicable to this Agreement.
12. Four new paragraphs are hereby added at the end of Section 3.03
(Repurchase) to read as follows:
It is understood and agreed that the representations and
warranties set forth in Section 3.01 (a) through (h), (j) and (l)
are hereby restated as of the Closing Date and shall survive the
engagement of the Company to perform the servicing responsibilities
hereunder and the delivery of the Servicing Files to the Company and
shall inure to the benefit of the Trustee, the Trust Fund and the
Master Servicer. Upon discovery by either the Company, the Master
Servicer or the Trustee of a breach of any of the foregoing
representations and warranties which materially and adversely
affects the ability of the Company to perform its duties and
obligations under this Agreement or otherwise materially and
adversely affects the value of the Mortgage Loans, the Mortgaged
Property or the priority of the security interest on such Mortgaged
Property or the interest of the Trustee or the Trust Fund, the party
discovering such breach shall give prompt written notice to the
other.
Within 60 days of the earlier of either discovery by or notice
to the Company of any breach of a representation or warranty set
forth in Section 3.01 which materially and adversely affects the
ability of the Company to perform its duties and obligations under
this Agreement or otherwise materially and adversely affects the
value of the Loans, the Mortgaged Property or the priority of the
security interest on such Mortgaged Property, the Company shall use
its best efforts promptly to cure such breach in all material
respects and, if such breach cannot be cured, the Company shall, at
the Trustee's option, assign the Company's rights and obligations
under this Agreement (or respecting the affected Loans) to a
successor servicer selected by the Trustee with the prior consent
and approval of the Master Servicer. Such assignment shall be made
in accordance with Section 12.01.
In addition, the Company shall indemnify (from its own funds)
the Trustee, the Trust Fund and Master Servicer and hold each of
them harmless against any costs resulting from any claim, demand,
defense or assertion based on or grounded upon, or resulting from, a
breach of the Company's representations and warranties contained in
this Agreement. It is understood and agreed that the remedies set
forth in this Section 3.01 constitute the sole remedies of the
Master Servicer, the Trust Fund and the Trustee respecting a breach
of the foregoing representations and warranties.
A-2
Any cause of action against the Company relating to or arising
out of the breach of any representations and warranties made in
Section 3.01 shall accrue upon (i) discovery of such breach by the
Company or notice thereof by the Trustee or Master Servicer to the
Company, (ii) failure by the Company to cure such breach within the
applicable cure period, and (iii) demand upon the Company by the
Trustee or the Master Servicer for compliance with this Agreement.
13. Section 4.01 (Company to Act as Servicer) is hereby amended as follows:
(i) by deleting the first, second and third sentences of the
second paragraph of such section and replacing it with the following:
Consistent with the terms of this Agreement, the Company may
waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of any such term or in any manner grant indulgence
to any Mortgagor if in the Company's reasonable and prudent
determination such waiver, modification, postponement or indulgence
is not materially adverse to the Purchaser, provided, however, that
unless the Mortgagor is in default with respect to the Mortgage Loan
or such default is, in the judgment of the Company, imminent, the
Company shall not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate, forgive
the payment of principal or interest, reduce or increase the
outstanding principal balance (except for actual payments of
principal) or change the final maturity date on such Mortgage Loan.
(ii) by adding the following to the end of the second paragraph of
such section:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Company shall
forward to the Master Servicer copies of any documents evidencing
such assumption, modification, consolidation or extension.
Notwithstanding anything to the contrary contained in this
Agreement, the Company shall not make or permit any modification,
waiver or amendment of any term of any Mortgage Loan that would
cause any REMIC created under the Trust Agreement to fail to qualify
as a REMIC or result in the imposition of any tax under Section
860F(a) or Section 860G(d) of the Code.
14. Section 4.04 (Establishment of and Deposits to Custodial Account) is
hereby amended as follows:
(a) the words "in trust for the Purchaser and/or subsequent
purchasers of Mortgage Loans, and various Mortgagors-P&I" in the fourth and
fifth lines of the first sentence of the first paragraph shall be replaced by
the following: "in trust for SARM 2005-5 Trust Fund and various Mortgagors".
(b) by amending clause (viii) to read as follows:
(viii) the amount of any Prepayment Interest Shortfall
Amount paid out of the Company's own funds without
any right to reimbursement therefor;
15. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by replacing the last five lines of clause (ii) with the
following:
the Trust Fund; provided however, that in the event that the
Company determines in good faith that any unreimbursed Monthly
Advances will not be recoverable from amounts representing late
recoveries of payments of principal or interest respecting the
A-3
particular Mortgage Loan as to which such Monthly Advance was made
or from Liquidation Proceeds or Insurance Proceeds with respect to
such Mortgage Loan, the Company may reimburse itself for such
amounts from the Custodial Account, it being understood, in the case
of any such reimbursement, that the Company's right thereto shall be
prior to the rights of the Trust Fund;
16. Section 4.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "Purchaser and/or subsequent purchasers of
Residential Mortgage Loans, and various Mortgagors-T&I" in the fourth and
fifth lines of the first sentence of the first paragraph, and replacing it
with the following:
"in trust for SARM 2005-5 Trust Fund and various Mortgagors".
17. Section 4.16 (Title, Management and Disposition of REO Property) is
hereby amended by (i) adding two new paragraphs after the fourth paragraph
thereof to read as follows:
In the event that the Trust Fund acquires any REO Property in
connection with a default or imminent default on a Mortgage Loan,
the Company shall dispose of such REO Property not later than the
end of the third taxable year after the year of its acquisition by
the Trust Fund unless the Company has applied for and received a
grant of extension from the Internal Revenue Service to the effect
that, under the REMIC Provisions and any relevant proposed
legislation and under applicable state law, the applicable Trust
REMIC may hold REO Property for a longer period without adversely
affecting the REMIC status of such REMIC or causing the imposition
of a federal or state tax upon such REMIC. If the Company has
received such an extension, then the Company shall continue to
attempt to sell the REO Property for its fair market value for such
period longer than three years as such extension permits (the
"Extended Period"). If the Company has not received such an
extension and the Company is unable to sell the REO Property within
the period ending 3 months before the end of such third taxable year
after its acquisition by the Trust Fund or if the Company has
received such an extension, and the Company is unable to sell the
REO Property within the period ending three months before the close
of the Extended Period, the Company shall, before the end of the
three year period or the Extended Period, as applicable, (i)
purchase such REO Property at a price equal to the REO Property's
fair market value or (ii) auction the REO Property to the highest
bidder (which may be the Company) in an auction reasonably designed
to produce a fair price prior to the expiration of the three-year
period or the Extended Period, as the case may be. The Trustee shall
sign any document or take any other action reasonably requested by
the Company which would enable the Company, on behalf of the Trust
Fund, to request such grant of extension.
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 Company has agreed to indemnify and hold harmless the
Trust Fund with respect to the imposition of any such taxes.
A-4
(ii) replacing the word "advances" in the sixth line of the fifth
paragraph thereof with "Monthly Advances" and (iii) by adding the
following to the end of such Section:
Prior to acceptance by the Company of an offer to sell any REO
Property, the Company shall notify the Master Servicer of such offer
in writing which notification shall set forth all material terms of
said offer (each a "Notice of Sale"). The Master Servicer shall be
deemed to have approved the sale of any REO Property unless the
Master Servicer notifies the Company in writing, within five (5)
days after its receipt of the related Notice of Sale, that it
disapproves of the related sale, in which case the Company shall not
proceed with such sale.
18. A new Section 4.24 is hereby added to read as follows:
Section 4.24 Waiver of Prepayment Charges.
The Servicer or any designee of the Servicer shall not waive any
Prepayment Charge with respect to any Mortgage Loan. If the Servicer or its
designee fails to collect a Prepayment Charge at the time of the related
prepayment of any Mortgage Loan subject to such Prepayment Charge, the Servicer
shall pay to the Purchaser at such time (by deposit to the Custodial Account) an
amount equal to the amount of the Prepayment Charge not collected.
Notwithstanding the above, the Servicer or its designee may waive a Prepayment
Charge without paying to the Purchaser the amount of such Prepayment Charge only
if the related prepayment is not the result of a refinancing by the Servicer or
its designee and such waiver (i) relates to a defaulted Mortgage Loan or a
reasonably foreseeable default, such waiver is standard and customary in
servicing similar mortgage loans to the Mortgage Loans, and such waiver, in the
reasonable judgment of the Servicer, would maximize recovery of total proceeds
from the Mortgage Loan, taking into account the amount of such Prepayment Charge
and the related Mortgage Loan, or (ii) relates to a Prepayment Charge the
collection of which, in the reasonable judgment of the Servicer, would be a
violation of applicable laws.
19. Section 5.01 (Remittances) is hereby amended by replacing the word
"second" with the word "first" in the second paragraph of such Section,
and is further amended by adding the following after the second paragraph
of such Section:
All remittances required to be made to the Master Servicer
shall be made to the following wire account or to such other account
as may be specified by the Master Servicer from time to time:
JPMorgan Chase Bank, N.A.
New York, New York
ABA #: 000-000-000
Account Name: Aurora Loan Services LLC
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: Aurora Loan Services 2005-5
20. Section 5.02 (Statements to Purchaser) is hereby amended in its entirety
to read as follows:
Section 5.02 Statements to Master Servicer.
A-5
No later than 30 days upon request, the Company shall deliver
or cause to be delivered to the Master Servicer executed copies of
the custodial and escrow account certifications or letter agreements
pursuant to Sections 4.04 and 4.06.
Not later than the tenth calendar day of each month, the
Company shall furnish to the Master Servicer an electronic file
providing loan level accounting data for the period ending on the
last Business Day of the preceding month in the format set forth in
Exhibits D-1 and D-2 hereto (or in such other format mutually agreed
to between the Company and the Master Servicer). The information
required by Exhibit D-2 is limited to that which is readily
available to the Company and is mutually agreed to by the Company
and Master Servicer.
21. Section 5.03 (Monthly Advances by Company) is hereby amended by deleting
the last sentence of such Section.
22. Section 6.04 (Annual Statements as to Compliance) is hereby amended by
replacing the words "the Purchaser" in the first line with the words
"Xxxxxx Brothers Holdings Inc. and the Master Servicer".
23. Section 6.05 (Annual Independent Public Accountants' Servicing Report)
is hereby amended by replacing the words "each Purchaser" in the third
line with the words "Xxxxxx Brothers Holdings Inc. and the Master
Servicer."
24. Section 8.01 (Indemnification; Third Party Claims) is hereby amended in
its entirety to read as follows:
The Company shall indemnify the Purchaser, the Trust Fund, the
Trustee and the Master Servicer and hold each of them harmless
against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs,
judgments, and any other costs, fees and expenses that any of such
parties may sustain in any way related to the failure of the Company
to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement. The Company immediately
shall notify the Purchaser, the Master Servicer and the Trustee or
any other relevant party if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans, assume (with the
prior written consent of the indemnified party, which consent shall
not be unreasonably withheld or delayed) the defense of any such
claim and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or any of such parties in
respect of such claim. The Company shall follow any written
instructions received from the Trustee in connection with such
claim. The Company shall provide the Trustee with a written report
of all expenses and advances incurred by the Company pursuant to
this Section 8.01, and the Trustee from the assets of the Trust Fund
promptly shall reimburse the Company for all amounts advanced by it
pursuant to the preceding sentence except when the claim is in any
way relates to the failure of the Company to service and administer
the Mortgage Loans in strict compliance with the terms of this
Agreement or the gross negligence, bad faith or willful misconduct
of the Company.
25. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer"
A-6
(b) changing the reference to "five (5) days" to "two (2) Business
Days" in clause (i); and
(c) amending subclause (vii) as follows: "the Company at any time
is neither a Xxxxxx Xxx or Xxxxxxx Mac approved servicer, and the Master
Servicer has not terminated the rights and obligations of the Company under this
Agreement and replaced the Company with a Xxxxxx Mae or Xxxxxxx Mac approved
servicer within 30 days of the absence of such approval; or".
26. Section 10.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer with the prior written
consent of the Trustee".
27. Section 11.01 (Termination) is hereby amended by restating subclause
(ii) thereof to read as below and adding the following sentence after the
first sentence of this Section 11.01:
(ii) mutual consent of the Company and the Trustee in writing,
provided such termination is also acceptable to the Master
Servicer and the Rating Agencies.
At the time of any termination of the Company pursuant to
Section 11.01, the Company shall be entitled to all accrued and
unpaid Servicing Fees and unreimbursed Servicing Advances and
Monthly Advances; provided, however, in the event of a termination
for cause under Section 10.01 hereof, such unreimbursed amounts
shall not be reimbursed to the Company until such amounts are
received by the Trust Fund from the related Mortgage Loans.
28. Section 11.02 (Termination Without Cause) is hereby amended by replacing
the first reference to "The Purchaser" with "Xxxxxx Brothers Holdings
(with the prior consent of the Trustee)" and by replacing all other
references to "the Purchaser" with "Xxxxxx Brothers Holdings."
29. Section 12.01 (Successor to Company) is hereby amended in its entirety
to read as follows:
Simultaneously with the termination of the Company's
responsibilities and duties under this Agreement pursuant to
Sections 8.04, 10.01, 11.01(ii) or 11.02, the Master Servicer shall,
in accordance with the provisions of the Trust Agreement (i) succeed
to and assume all of the Company's responsibilities, rights, duties
and obligations under this Agreement, or (ii) appoint a successor
meeting the eligibility requirements of this Agreement, and which
shall succeed to all rights and assume all of the responsibilities,
duties and liabilities of the Company under this Agreement with the
termination of the Company's responsibilities, duties and
liabilities under this Agreement. Any successor to the Company that
is not at that time a servicer of other mortgage loans for the Trust
Fund shall be subject to the approval of the Master Servicer, the
Purchaser, the Trustee and each Rating Agency (as such term is
defined in the Trust Agreement). Unless the successor servicer is at
that time a servicer of other mortgage loans for the Trust Fund,
each Rating Agency must deliver to the Trustee a letter to the
effect that such transfer of servicing will not result in a
qualification, withdrawal or downgrade of the then-current rating of
any of the Certificates. In connection with such appointment and
assumption, the Master Servicer or the Purchaser, as applicable, may
make such arrangements for the compensation of such successor out of
payments on the Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of
that permitted the Company under this Agreement. In the event that
the Company's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned
sections, the Company shall discharge such duties and
A-7
responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with
the same degree of diligence and prudence which it is obligated to
exercise under this Agreement, and shall take no action whatsoever
that might impair or prejudice the rights or financial condition of
its successor. The resignation or removal of the Company pursuant to
the aforementioned sections shall not become effective until a
successor shall be appointed pursuant to this Section 12.01 and
shall in no event relieve the Company of the representations and
warranties made pursuant to Sections 3.01 and 3.02 and the remedies
available to the Trust Fund under Section 3.03 shall be applicable
to the Company notwithstanding any such resignation or termination
of the Company, or the termination of this Agreement.
Within a reasonable period of time, but in no event longer
than 30 days of the appointment of a successor entity, the Company
shall prepare, execute and deliver to the successor entity any and
all documents and other instruments, place in such successor's
possession all Servicing Files, and do or cause to be done all other
acts or things necessary or appropriate to effect the purposes of
such notice of termination. The Company shall cooperate with the
Trustee and the Master Servicer, as applicable, and such successor
in effecting the termination of the Company's responsibilities and
rights hereunder and the transfer of servicing responsibilities to
the successor servicer, including without limitation, the transfer
to such successor for administration by it of all cash amounts which
shall at the time be credited by the Company to the Account or any
Escrow Account or thereafter received with respect to the Mortgage
Loans.
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Trustee, the Company and the Master
Servicer an instrument accepting such appointment, wherein the
successor shall make an assumption of the due and punctual
performance and observance of each covenant and condition to be
performed and observed by the Company under this Agreement,
whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and
liabilities of the Company, with like effect as if originally named
as a party to this Agreement. Any termination or resignation of the
Company or termination of this Agreement pursuant to Sections 8.04,
10.01, 11.01 or 11.02 shall not affect any claims that the Master
Servicer or the Trustee may have against the Company arising out of
the Company's actions or failure to act prior to any such
termination or resignation.
The Company shall deliver, within three (3) Business Days of
the appointment of a successor Servicer, the funds in the Custodial
Account and Escrow Account and all Collateral Files, Credit Files
and related documents and statements held by it hereunder to the
successor Servicer and the Company shall account for all funds and
shall execute and deliver such instruments and do such other things
as may reasonably be required to more fully and definitively vest in
the successor all such rights, powers, duties, responsibilities,
obligations and liabilities of the Company.
Upon a successor's acceptance of appointment as such, the
Company shall notify the Trustee and Master Servicer of such
appointment in accordance with the notice procedures set forth
herein.
Except as otherwise provided in this Agreement, all reasonable
costs and expenses incurred in connection with any transfer of
servicing hereunder (whether as a result of termination or removal
of the Company or resignation of the Company or otherwise),
including, without limitation, the costs and expenses of the Master
Servicer or
A-8
any other Person in appointing a successor servicer, or of the
Master Servicer in assuming the responsibilities of the Company
hereunder, or of transferring the Servicing Files and the other
necessary data to the successor servicer shall be paid by the
terminated, removed or resigning Servicer from its own funds without
reimbursement.
30. Section 12.02 (Amendment) is hereby amended and restated in its entirety
as follows:
Section 12.02 Amendment.
This Agreement may be amended from time to time by written
agreement signed by the Company and the Purchaser, with the written
consent of the Master Servicer and the Trustee.
31. Section 12.04 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
32. Section 12.10 (Assignment by Purchaser) is hereby deleted in its
entirety.
33. Section 12.11 (Solicitation of Mortgagor) is hereby amended by replacing
the words "the Purchaser" with "Xxxxxx Brothers Holdings" in each
instance.
34. A new Section 12.12 (Intended Third Party Beneficiaries) is hereby added
to read as follows:
Notwithstanding any provision herein to the contrary, the
parties to this Agreement agree that it is appropriate, in
furtherance of the intent of such parties as set forth herein, that
the Master Servicer and the Trustee receive the benefit of the
provisions of this Agreement as intended third party beneficiaries
of this Agreement to the extent of such provisions. The Company
shall have the same obligations to the Master Servicer and the
Trustee as if they were parties to this Agreement, and the Master
Servicer and the Trustee shall have the same rights and remedies to
enforce the provisions of this Agreement as if they were parties to
this Agreement. The Company shall only take direction from the
Master Servicer (if direction by the Master Servicer is required
under this Agreement) unless otherwise directed by this Agreement.
Notwithstanding the foregoing, all rights and obligations of the
Master Servicer and the Trustee hereunder (other than the right to
indemnification) shall terminate upon termination of the Trust
Agreement and of the Trust Fund pursuant to the Trust Agreement.
35. A new Section 12.13 (Officer's Certificate) is hereby added to read as
follows:
On or before the last day of February of each year, beginning
with February 28, 2006, or in connection with any additional
Xxxxxxxx-Xxxxx Certification required to be filed, upon thirty days
written request the Company, at its own expense, will deliver to the
Master Servicer a Servicing Officer's Certificate, a form of which
is attached hereto as Exhibit E.
A-9
EXHIBIT B
Seller's Warranties and Servicing Agreement
See Exhibits 99.16 and 99.17
B-1
EXHIBIT C
Schedule of Serviced Mortgage Loans
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D-1
FORM OF MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANCE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
Example .0025000 for .25%
D-1-1
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
X-0-0
XXXXXXX X-0
XXXXXXXX XXXXXX FOR MONTHLY DEFAULTED LOAN REPORT
Data Field Format Data Description
---------- ------ ----------------
% of MI coverage NUMBER(6,5) The percent of coverage provided by
the PMI company in the event of
loss on a defaulted loan.
Actual MI claim filed DATE(MM/DD/YYYY) Actual date that the claim was
date submitted to the PMI company.
Actual bankruptcy start DATE(MM/DD/YYYY) Actual date that the bankruptcy
date petition is filed with the court.
Actual MI claim amount NUMBER(15,2) The amount of the claim that was
filed 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(MM/DD/YYYY) Actual date that the eviction
date proceedings are completed by local
counsel.
Actual eviction start DATE(MM/DD/YYYY) Actual date that the eviction
date 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(MM/DD/YYYY) Actual date that the foreclosure
date redemption period expires.
Bankruptcy chapter VARCHAR2(2) 7= Chapter 7 filed 11= Chapter 11 filed Chapter of bankruptcy filed.
12= Chapter 12 filed 13= Chapter 13 filed
Bankruptcy flag VARCHAR2(2) Y=Active Bankruptcy N=No Active Bankruptcy Servicer defined indicator that
identifies that the property is an
asset in an active bankruptcy case.
Bankruptcy Case Number VARCHAR2(15) The court assigned case number of the
bankruptcy filed by a party with
interest in the property.
MI claim amount paid NUMBER(15,2) The amount paid to the servicer by
the PMI company as a result of
submitting an MI claim.
D-2-1
Data Field Format Data Description
---------- ------ ----------------
MI claim funds received DATE(MM/DD/YYYY) Actual date that funds were received
date 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 DATE(MM/DD/YYYY) Actual date that the dismissal or
granted 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 Servicer defined indicator that
N=Less than 90 days delinquent identifies that the loan is
delinquent but is not involved in
loss mitigation, foreclosure,
bankruptcy or REO.
Foreclosure flag VARCHAR2(2) Y=Active foreclosure N=No active foreclosure Servicer defined indicator that
identifies that the loan is involved
in foreclosure proceedings.
Corporate expense balance NUMBER(10,2) Total of all cumulative expenses
advanced by the servicer for
non-escrow expenses such as but not
limited to: FC fees and costs,
bankruptcy fees and costs, property
preservation and property
inspections.
Foreclosure attorney DATE(MM/DD/YYYY) Actual date that the loan was
referral date referred to local counsel to begin
foreclosure proceedings.
D-2-2
Data Field Format Data Description
---------- ------ ----------------
Foreclosure valuation NUMBER(15,2) Value obtained during the foreclosure
amount process. Usually as a result of a BPO
and typically used to calculate
the bid.
Foreclosure valuation DATE(MM/DD/YYYY) Date that foreclosure valuation
date amount was completed by vendor or
property management company.
Foreclosure valuation VARCHAR2(80) BPO= Broker's Price Opinion Appraisal=Appraisal Name of vendor or management company
source that provided the foreclosure
valuation amount.
FHA 27011A transmitted DATE(MM/DD/YYYY) Actual date that the FHA 27011A claim
date was submitted to HUD.
FHA 27011 B transmitted DATE(MM/DD/YYYY) Actual date that the FHA 27011B claim
date 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(MM/DD/YYYY) Actual date that funds were received
date from HUD as a result of transmitting
the 27011A claim.
Foreclosure actual sale DATE(MM/DD/YYYY) Actual date that the foreclosure sale
date was held.
Servicer loan number VARCHAR2(15) Individual number that uniquely
identifies loan as defined by
servicer.
Loan type VARCHAR2(2) 1=FHA Residential 2=VA Residential Type of loan being serviced generally
3=Conventional w/o PMI 4=Commercial defined by the existence of certain
5=FHA Project 6=Conventional w/PMI types of insurance. (i.e.: FHA, VA,
7=HUD 235/265 8=Daily Simple Interest conventional insured, conventional
9=Farm Loan Loan uninsured, SBA, etc.)
S=Sub prime U=Unknown
Loss mit approval date DATE(MM/DD/YYYY) The date determined that the servicer
and mortgagor agree to pursue a
defined loss mitigation alternative.
Loss mit flag VARCHAR2(2) Y=Active loss mitigation N=No active loss Servicer defined indicator that
mitigation identifies that the loan is involved
in completing a loss
mitigation alternative.
D-2-3
Data Field Format Data Description
---------- ------ ----------------
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 LT=Litigation pending The defined loss mitigation
NP=Pending non-performing sale CH=Charge off alternative identified on the loss
DI=Deed in lieu FB=Forbearance plan mit approval date.
MO=Modification PC=Partial claim
SH=Short sale VA=VA refunding
Loss mit value NUMBER(10,2) Value obtained typically from a BPO
prior to foreclosure sale intended
to aid in the completion of loss
mitigation activity.
Loss mit value date 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 lost 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 T=Tenant occupied The most recent status of the
U=Unknown V=Vacant property regarding who if anyone is
occupying the property. Typically a
result of a routine property
inspection.
First Vacancy date/ DATE(MM/DD/YYYY) The date that the most recent
Occupancy status date occupancy status was determined.
Typically the date of the most recent
property inspection.
Original loan amount NUMBER(10,2) Amount of the contractual obligations
(i.e.: note and mortgage/deed of
trust).
Original value amount NUMBER(10,2) Appraised value of property as of
origination typically determined
through the appraisal process.
D-2-4
Data Field Format Data Description
---------- ------ ----------------
Origination date DATE(MM/DD/YYYY) Date that the contractual obligations
(i.e.: note and mortgage/deed of
trust) of the mortgagor was executed.
FHA Part B funds received DATE(MM/DD/YYYY) Actual date that funds were received
date fro 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 2=Good Physical condition of the property as
3=Average 4=Fair most recently reported to the
5=Poor 6=Very poor servicer by vendor or property
management company.
Property type VARCHAR2(2) 1=Single family 2=Town house Type of property secured by mortgage
3=Condo 4=Multifamily 5=Other such as: single family, 2-4
6=Prefabricated B=Commercial C=Land only unit, etc.
7=Mobile home U=Unknown D=Farm
A=Church P=PUD R=Row house
O=Co-op M=Manufactured housing 24=2-4 family
CT=Condotel MU=Mixed use
Reason for default VARCHAR2(3) 001=Death of principal mtgr 02=Illness of principal Cause of delinquency as identified
003=Illness of mtgr's family member mtgr by mortgagor.
004=Death of mtgr's family member 005=Marital difficulties
006=Curtailment of income 007=Excessive obligation
008=Abandonment of property 009=Distant employee
transfer
011=Property problem 012=Inability to sell
property
013=Inability to rent property 014=Military service
015=Other 016=Unemployment
017=Business failure 019=Casualty loss
022=Energy-Environment costs 023=Servicing problems
026=Payment adjustment 027=Payment dispute
029=Transfer ownership pending 030=Fraud
031=Unable to contact borrower INC=Incarceration
D-2-5
Data Field Format Data Description
---------- ------ ----------------
REO repaired value NUMBER(10,2) The projected value of the property
that is adjusted from the "as is"
value assuming necessary repairs have
been made to the property as
determined by the vendor/property
management company.
REO list price adjustment NUMBER(15,2) The most recent listing/pricing
amount amount as updated by the servicer for
REO properties.
REO list price adjustment DATE(MM/DD/YYYY) The most recent date that the
date 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 Name of vendor or management company
Appraisal=Appraisal that provided the REO value (as is).
D-2-6
Data Field Format Data Description
---------- ------ ----------------
Repay first due date DATE(MM/DD/YYYY) The due date of the first scheduled
payment due under a forbearance
or repayment plan agreed to by both
the mortgagor and servicer.
Repay next due date DATE(MM/DD/YYYY) The due date of the next outstanding
payment due under a forbearance
or repayment plan agreed to by both
the mortgagor and servicer.
Repay plan DATE(MM/DD/YYYY) The servicer defined date upon which
broken/reinstated/closed the servicer considers that the plan
date 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 NUMBER(10,2) The positive or negative account
balance balance that is dedicated to payment
of hazard insurance, property taxes,
MI, etc. (escrow items only)
Title approval letter DATE(MM/DD/YYYY) The actual date that the title
received date 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(MM/DD/YYYY) The actual date that funds were
date 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 NUMBER(15,2) The amount of funds received by the
amount servicer from VA as a result of the
specified bid.
VA first funds received DATE(MM/DD/YYYY) The date that the funds from the
date specified bid were received by the
servicer from the VA.
VA XXX submitted date DATE(MM/DD/YYYY) Actual date that the Notice of
Election to Convey was submitted to
the VA.
Zip Code VARCHAR2(5) US postal zip code that corresponds
to property location.
D-2-7
Data Field Format Data Description
---------- ------ ----------------
FNMA Delinquency status VARCHAR2(3) 09=Forbearance 17=Preforeclosure sale The code that is electronically
code 24=Drug seizure 26=Refinance 27=Assumption reported to FNMA by the servicer that
28=Modification 29=Charge-off 30=Third-party sale reflects the current defaulted status
31=Probate 32=Military indulgence 43=Foreclosure of a loan. (i.e.: 65, 67,43 or 44)
44=Deed-in-lieu 49=Assignment 61=Second lien
considerations
62=VA no-bid 63=VA Refund 64=VA Buydown
65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 67=Ch. 13 bankruptcy
FNMA delinquency reason VARCHAR2(3) 001=Death of principal mtgr 002=Illness of principal The code that is electronically
code 003=Illness of mtgr's family member mtgr reported to FNMA by the servicer that
005=Marital difficulties 004=Death of mtgr's describes the circumstance that
007=Excessive obligations family member appears to be the primarycontributing
009=Distant employee transfer 006=Curtailment of factor to the delinquency.
012=Inability to sell property income
014=Military service 008=Abandonment of
016=Unemployment property
019=Casualty loss 011=Property problem
023=Servicing problems 013=Inability to rent
027=Payment dispute property
030=Fraud 015=Other
INC=Incarceration 017=Business failure
022=Energy-Environment
costs
026=Payment adjustment
029=Transfer ownership
pending
031=Unable to contact
borrower
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.
D-2-8
EXHIBIT E
ANNUAL CERTIFICATION
Re: Structured Adjustable Rate Mortgage Loan Trust, Mortgage Pass-Through
Certificates, Series 2005-5
I, Xxxx X. Xxxxx, Vice President of Xxxxx Fargo Bank, National Association (the
"Servicer"), certify to [identify the company submitting to SEC], and its
officers, directors, agents and affiliates (in its role as [identify role] the
"Sarbanes Certifying Party"), and with the knowledge and intent that they will
rely upon this certification, that:
1. Based on my knowledge, the information relating to the Mortgage Loans and
the servicing thereof submitted by the Servicer to the Sarbanes Certifying
Party which is used in connection with preparation of the reports on Form
8-K and the annual report on Form 10-K filed with the SEC with respect to
each transaction listed on the attached Exhibit A, 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 light of the
circumstances under which such statements were made, not misleading as of
the date of this certification;
2. The servicing information required to be provided to the Sarbanes
Certifying Party by the Servicer under the relevant servicing agreements
has been provided to the Sarbanes Certifying Party;
3. I am responsible for reviewing the activities performed by the Servicer
under the relevant servicing agreements and based upon the review required
by the relevant servicing agreements, and except as disclosed in the
Annual Statement of Compliance, the Annual Independent Public Accountant's
Servicing Report and all servicing reports, officer's certificates and
other information relating to the servicing of the Mortgage Loans
submitted to the Sarbanes Certifying Party, the Servicer has, as of the
date of this certification fulfilled its obligations under the relevant
servicing agreements; and
4. I have disclosed to the Sarbanes Certifying Party all significant
deficiencies relating to the Servicer's compliance with the minimum
servicing standards in accordance with a review conducted in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or
similar standard as set forth in the relevant servicing agreements.
5. The Servicer shall indemnify and hold harmless the Sarbanes Certifying
Party and its 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 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 Certification or the
negligence, bad faith or willful misconduct of the Servicer in connection
therewith. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Sarbanes Certifying Party, then the
Servicer agrees that it shall contribute to the amount paid or payable by
the Sarbanes Certifying Party as a result of the losses, claims, damages
or liabilities of the Sarbanes Certifying Party in such proportion as is
appropriate to reflect the relative fault of the Sarbanes Certifying Party
on the one hand and the Servicer on the other in connection with a breach
of the Servicer's obligations under this Certification or the Servicer's
negligence, bad faith or willful misconduct in connection therewith.
E-1
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
the Servicer.
Dated: ___________________ By: __________________________________
Name: ________________________________
Title: _______________________________
E-2
Exhibit F
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
F-1
