Exhibit 99.3
EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of March, 2005, by and between XXXXXX BROTHERS HOLDINGS INC.,
a Delaware corporation (the "Seller" or "Xxxxxx Brothers Holdings"), COUNTRYWIDE
HOME LOANS SERVICING LP, a Texas limited partnership (the "Servicer"), a wholly
owned subsidiary of COUNTRYWIDE HOME LOANS, INC., a New York corporation
("Countrywide"), and acknowledged by AURORA LOAN SERVICES LLC, a Delaware
limited liability company ("Aurora"), and HSBC BANK USA, NATIONAL ASSOCIATION
(the "Trustee"), recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain fixed
and adjustable rate, conventional, first lien, residential mortgage loans from
Countrywide Home Loans, Inc. pursuant to the Flow Seller's Warranties and
Servicing Agreement between the Seller and Countrywide Home Loans, Inc., dated
as of June 1, 2004 for Conventional Residential Fixed Rate Mortgage Loans (the
"SWSA") attached hereto as Exhibit B and such Mortgage Loans are being serviced
on behalf of Countrywide Home Loans, Inc. by the Servicer.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated
March 1, 2005 (the "Assignment and Assumption Agreement") annexed as Exhibit C
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 D hereto (the "Serviced Mortgage Loans") to Structured Asset Securities
Corporation, a Delaware special purpose corporation ("SASCO"), which in turn has
conveyed the Serviced Mortgage Loans to the Trustee, pursuant to a trust
agreement, dated as of March 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"), Xxxxx Fargo Bank, National Association, as securities
administrator, and SASCO.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by
the Servicer pursuant to the SWSA.
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, but only to the extent provided
herein and that this Agreement shall govern the Serviced Mortgage Loans for so
long as such Serviced Mortgage Loans remain subject to the provisions of the
Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right, under certain
circumstances, to terminate the rights and obligations of the Servicer under
this Agreement.
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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 of whether 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 March 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 April 18, 2005
to the Trust Fund is to include principal due after March 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) and (d) 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 2005-7 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 Countrywide nor the Servicer nor the
Master Servicer shall be obligated or required to make any representations and
warranties regarding the characteristics of the Serviced Mortgage Loans (other
than those representations and warranties made by Countrywide in Section 3.02 of
the SWSA as of the date of the sale from Countrywide to the Bank) in connection
with the
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transactions contemplated by the Trust Agreement and issuance of the
Certificates issued pursuant thereto.
7. Notices. All notices and communications between or among the parties
hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx 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 2005-7
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Issuer Services, SARM 2005-7
Telephone: (000) 000-0000
Facsimile: (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
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Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
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 PAGES IMMEDIATELY FOLLOW]
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Seller
By:
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
COUNTRYWIDE HOME LOANS SERVICING LP,
as Servicer
By: Countrywide GP, Inc., its General Partner
By:
----------------------------------------
Name:
Title:
COUNTRYWIDE HOME LOANS, INC.
By:
----------------------------------------
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES LLC,
as Master Servicer
By:
----------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title Executive Vice President
HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee
By:
----------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
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 "Eligible Investments" in Article I is hereby amended
in its entirety to read as follows:
Eligible Investments: Any one or more of the obligations and
securities listed below which investment provides for a date
of maturity not later than the Determination Date in each
month:
(i) direct obligations of, and obligations fully
guaranteed as to timely payment of principal and interest by,
the United States of America or any agency or instrumentality
of the United States of America the obligations of which are
backed by the full faith and credit of the United States of
America ("Direct Obligations");
(ii) federal funds, or demand and time deposits
in, certificates of deposits of, or bankers' acceptances
issued by, any depository institution or trust company
(including U.S. subsidiaries of foreign depositories and the
Trustee or any agent of the Trustee, acting in its respective
commercial capacity) incorporated or organized under the laws
of the United States of America or any state thereof and
subject to supervision and examination by federal or state
banking authorities, so long as at the time of investment or
the contractual commitment providing for such investment the
commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other
short-term debt or deposit obligations of such holding company
or deposit institution, as the case may be) have been rated by
each Rating Agency in its highest short-term rating category
or one of its two highest long-term rating categories;
(iii) repurchase agreements collateralized by
Direct Obligations or securities guaranteed by Xxxxxx Xxx,
Xxxxxx Mae or Xxxxxxx Mac with any registered broker/dealer
subject to Securities Investors' Protection Corporation
jurisdiction or any commercial bank insured by the FDIC, if
such broker/dealer or bank has an uninsured, unsecured and
unguaranteed obligation rated by each Rating Agency in its
highest short-term rating category;
(iv) securities bearing interest or sold at a
discount issued by any corporation incorporated under the laws
of the United States of America or any state thereof which
have a credit rating from each Rating Agency, at the time of
investment or the contractual commitment providing for such
investment, at least equal to one of the two highest long-term
credit rating categories of each Rating Agency; provided,
however, that securities issued by any particular corporation
will not be Eligible Investments to the extent that investment
therein will cause the then outstanding principal amount of
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securities issued by such corporation and held as part of the
Trust Fund to exceed 20% of the sum of the aggregate principal
balance of the Mortgage Loans; provided, further, that such
securities will not be Eligible Investments if they are
published as being under review with negative implications
from any Rating Agency;
(v) commercial paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more
than 180 days after the date of issuance thereof) rated by
each Rating Agency in its highest short-term rating category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct
ownership interests in future interest or principal payments
on obligations of the United States of America or its agencies
or instrumentalities (which obligations are backed by the full
faith and credit of the United States of America) held by a
custodian in safekeeping on behalf of the holders of such
receipts; and
(viii) any other demand, money market, common trust
fund or time deposit or obligation, or interest-bearing or
other security or investment, (A) rated in the highest rating
category by each Rating Agency or (B) that would not adversely
affect the then current rating by each Rating Agency of any of
the Certificates. 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.
3. A definition of "Xxxxxx Mae" is hereby added to Article I to
immediately follow the definition of "Xxxxxxx Mac," to read as follows:
Xxxxxx Mae: The Government National Mortgage Association, or
any successor thereto.
4. The definition of "Mortgage Loan" is hereby amended and restated in its
entirety to read as follows:
Mortgage Loan: An individual servicing retained Mortgage Loan
which has been purchased from the Company by Xxxxxx Brothers
Bank, FSB and is subject to this Agreement being identified on
the Mortgage Loan Schedule to this Agreement, which Mortgage
Loan includes without limitation the Mortgage Loan documents,
the monthly reports, Principal Prepayments, Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, REO
Disposition Proceeds and all other rights, benefits, proceeds
and obligations arising from or in connection with such
Mortgage Loan.
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5. The definition of "Mortgage Loan Schedule" is hereby amended and
restated in its entirety to read as follows:
Mortgage Loan Schedule: The schedule of Mortgage Loans
attached as Exhibit D to this Agreement setting forth certain
information with respect to the Mortgage Loans purchased from
the Servicer by Xxxxxx Brothers Bank, FSB pursuant to the
SWSA.
6. The definition of "Qualified Depository" is hereby amended and restated
in its entirety to read as follows:
Qualified Depository: Any of (i) a federal or state-chartered
depository institution the accounts of which are insured by
the FDIC and whose commercial paper, short-term debt
obligations or other short-term deposits are rated at least
"A-1+" by Standard & Poor's if the deposits are to be held in
the account for less than 30 days, or whose long-term
unsecured debt obligations are rated at least "AA-" by
Standard & Poor's if the deposits are to be held in the
account for more than 30 days, or (ii) the corporate trust
department of a federal or state-chartered depository
institution subject to regulations regarding fiduciary funds
on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), which, in either case, has
corporate trust powers, acting in its fiduciary capacity, or
(iii) Xxxxxx Brothers Bank, F.S.B., a federal savings bank.
7. A new definition of "Qualified GIC" is hereby added to Article I to
immediately follow the definition of "Qualified Depository", to read as
follows:
Qualified GIC: A guaranteed investment contract or surety bond
providing for the investment of funds in the Custodial Account
and insuring a minimum, fixed or floating rate of return on
investments of such funds, which contract or surety bond
shall:
(a) be an obligation of an insurance company or other
corporation whose long-term debt is rated by each Rating
Agency in one of its two highest rating categories or, if such
insurance company has no long-term debt, whose claims paying
ability is rated by each Rating Agency in one of its two
highest rating categories, and whose short-term debt is rated
by each Rating Agency in its highest rating category;
(b) provide that the Servicer may exercise all of the
rights under such contract or surety bond without the
necessity of taking any action by any other Person;
(c) provide that if at any time the then current credit
standing of the obligor under such guaranteed investment
contract is such that continued investment pursuant to such
contract of funds would result in a downgrading of any rating
of the Servicer, the Servicer shall terminate such contract
without penalty and be entitled to the return of all funds
previously invested thereunder, together with accrued interest
thereon at the interest rate provided under such contract to
the date of delivery of such funds to the Trustee;
(d) provide that the Servicer's interest therein shall be
transferable to any successor Servicer or the Master Servicer
hereunder; and
(e) provide that the funds reinvested thereunder and
accrued interest thereon be returnable to the Custodial
Account, as the case may be, not later than the Business Day
prior to any Determination Date.
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8. The parties acknowledge that the fourth paragraph of Section 2.02
(Books and Records; Transfers of Mortgage Loans) shall be inapplicable
to this Agreement.
9. The parties acknowledge that Section 2.03 (Delivery of Documents) shall
be superseded by the provisions of the Custodial Agreement.
10. 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".
11. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second sentence thereof.
12. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans".
13. Section 3.01(i) (Selection Process), Section 3.01(j) (Pool
Characteristics), Section 3.01(l) (Sale Treatment), Section 3.01(n) (No
Brokers' Fees) and Section 3.01 (o) (Origination) shall be inapplicable
to this Agreement.
14. Four new paragraphs are hereby added at the end of Section 3.01
(Company Representations and Warranties) to read as follows:
It is understood and agreed that the representations
and warranties set forth in Section 3.01 (a) through (h) and
(k) are hereby restated as of the Closing Date and shall
survive the engagement of the Company to perform the servicing
responsibilities hereunder and the delivery of the Servicing
Files to the Company and shall inure to the benefit of the
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
Master Servicer's option, assign the Company's rights and
obligations under this Agreement (or respecting the affected
Mortgage Loans) to a successor servicer selected by the Master
Servicer with the prior consent and approval of the Trustee.
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
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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.
Any cause of action against the Company relating to
or arising out of the breach of any representations and
warranties made in Section 3.01 shall accrue upon (i)
discovery of such breach by the Company or notice thereof by
the Trustee or Master Servicer to the Company, (ii) failure by
the Company to cure such breach within the applicable cure
period, and (iii) demand upon the Company by the Trustee or
the Master Servicer for compliance with this Agreement.
15. Section 4.01 (Company to Act as Servicer) is hereby amended as follows:
(i) by deleting the first sentence of the second
paragraph of such section and replacing it with the following:
Consistent with the terms of this Agreement, the
Company may waive, modify or vary any term of any Mortgage
Loan or consent to the postponement of any such term or in any
manner grant indulgence to any Mortgagor if in the Company's
reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially
adverse to the 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.
16. Section 4.04 (Establishment of and Deposits to Custodial Account) is
hereby amended as follows:
the words "in trust for the Purchaser of Conventional
Residential Conventional Residential Mortgage Loans, and
various Mortgagors" in the fourth and fifth lines of the first
sentence of the first paragraph shall be replaced by the
following: "in trust for SARM 2005-7 Trust Fund and various
Mortgagors".
17. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by replacing the words from the word "Purchaser" in the sixth
line of clause (ii) to the end of such clause (ii) with the following:
the Trust Fund; provided however, that in the event
that the Company determines in good faith that any
unreimbursed Monthly Advances will not be recoverable from
amounts representing late recoveries of payments of principal
or interest respecting the particular Mortgage Loan as to
which such Monthly Advance was made or from
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Liquidation Proceeds or Insurance Proceeds with respect to
such Mortgage Loan, the Company may reimburse itself for such
amounts from the Custodial Account, it being understood, in
the case of any such reimbursement, that the Company's right
thereto shall be prior to the rights of the Trust Fund;
18. Section 4.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "Purchaser of Conventional Residential
Mortgage Loans, and various Mortgagors" in the fifth line of the first
sentence of the first paragraph, and replacing it with the following:
"in trust for SARM 2005-7 Trust Fund and various Mortgagors."
19. Section 4.15 (Maintenance of LPMI Policy; Claims) is hereby amended by
adding the following sentence to the end of paragraph (a):
The Servicer will notify the Master Servicer or Xxxxxx
Brothers Holdings in the event that the LPMI Policy is
terminated.
20. Section 4.16 (Title, Management and Disposition of REO Property) is
hereby amended by (i) replacing the reference to "one year" in the
seventh line of the third paragraph thereof with "three years" and (ii)
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 or held by
or on behalf of the Trust Fund in such a manner, pursuant to
any terms or for a period that would: (i) cause such REO
Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code or (ii) result
in the imposition of any tax upon any REMIC included in the
Trust Fund.
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(iii) replacing the word "advances" in the sixth line of the fifth
paragraph thereof with "Monthly Advances", and (iv) by adding the
following to the end of such Section:
Prior to acceptance by the Company of an offer to sell any REO
Property, the Company shall notify the Master Servicer of such
offer in writing which notification shall set forth all
material terms of said offer (each a "Notice of Sale"). The
Master Servicer shall be deemed to have approved the sale of
any REO Property unless the Master Servicer notifies the
Company in writing, within five (5) days after its receipt of
the related Notice of Sale, that it disapproves of the related
sale, in which case the Company shall not proceed with such
sale.
21. Section 5.01 (Remittances) is hereby amended by adding the following
after the second paragraph of such Section:
All remittances required to be made to the 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 2005-7
22. Section 5.02 (Statements to Purchaser) is hereby amended in its
entirety to read as follows:
Section 5.02 Statements to Master Servicer.
The Company shall deliver or cause to be delivered to
the Master Servicer executed copies of the custodial and
escrow account letter agreements pursuant to Sections 4.04 and
4.06 within 30 days of the Closing Date.
Not later than the tenth calendar day of each month,
the Company shall furnish to the Master Servicer an electronic
file providing loan level accounting data for the period
ending on the last Business Day of the preceding month in the
format mutually agreed to between the Company and the Master
Servicer. The information required by Exhibit E is limited to
that which is readily available to the Company and is mutually
agreed to by the Company and Master Servicer.
23. Section 9.01 (Indemnification; Third Party Claims) is hereby amended in
its entirety to read as follows:
The Company shall indemnify the Trust Fund, 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
A-7
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) 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 Trustee
from the assets of the Trust Fund promptly shall reimburse the
Company for all amounts advanced by it pursuant to the
preceding sentence except when the claim is in any way related
to the Company's indemnification pursuant to Section 6.02, or
the failure of the Company to service and administer the
Mortgage Loans in strict compliance with the terms of this
Agreement.
The Trust Fund shall indemnify the Company and hold
it harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and any other costs, fees
and expenses that the Company may sustain in any way related
to the failure of the Trustee or the Master Servicer to
perform its duties in compliance with the terms of this
Agreement.
In the event a dispute arises between an indemnified
party and the Company with respect to any of the rights and
obligations of the parties pursuant to this Agreement and such
dispute is adjudicated in a court of law, by an arbitration
panel or any other judicial process, then the losing party
shall indemnify and reimburse the winning party for all
attorney's fees and other costs and expenses related to the
adjudication of said dispute.
24. Section 9.03 (Limitation on Liability of Company and Others) is hereby
amended in its entirety to read as follows:
Neither the Company nor any of the directors,
officers, employees or agents of the Company shall be under
any liability to the Master Servicer, the Trustee, the Trust
Fund or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the
Company or any such person against any liability that would
otherwise be imposed for its disregard for, or failure to
perform its obligations and duties under this Agreement, or by
reason of any breach of the terms and conditions of this
Agreement. The Company and any director, officer, employee or
agent of the Company shall be entitled to indemnification by
the Trust Fund and will be held harmless against any loss,
liability or expense incurred in connection with any legal
action relating to this Agreement, the Trust Agreement, or the
Certificates other than any loss, liability or expense
incurred by reason of its disregard for, or failure to perform
its obligations and duties hereunder. The Company and any
director, officer, employee or agent of the Company may rely
in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters
arising hereunder. The Company shall be under no obligation to
appear in, prosecute or defend any legal action that is not
incidental to its duties to service the Mortgage Loans in
accordance with this Agreement and that in its opinion may
involve it in any expenses or liability; provided, however,
that the Company may in its sole discretion undertake any such
action that it may deem necessary or desirable in respect to
this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund and the Company shall
A-8
be entitled to be reimbursed therefor out of the Custodial
Account it maintains as provided by Section 4.05.
25. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master
Servicer"; and
(b) amending subclause (vii) as follows: "the Company at
any time is neither a Xxxxxx Xxx or Xxxxxxx Mac
approved servicer, and the Master Servicer has not
terminated the rights and obligations of the Company
under this Agreement and replaced the Company with a
Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30
days of the absence of such approval; or".
26. Section 10.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer".
27. Section 11.01 (Termination) is hereby amended by restating subclause
(ii) thereof to read as below and adding the following sentence after
the first sentence of Section 11.01:
(ii) mutual consent of the Company and the Master Servicer
in writing, provided such termination is also
acceptable to the Trustee and the Rating Agencies.
At the time of any termination of the Company
pursuant to this Section 11.01, the Company shall be entitled
to all accrued and unpaid Servicing Fees and unreimbursed
Servicing Advances and Monthly Advances; provided, however, in
the event of a termination for cause under Sections 10.01
hereof, such unreimbursed amounts shall not be reimbursed to
the Company until such amounts are received by the Trust Fund
from the related Mortgage Loans.
28. Section 11.02 (Termination Without Cause) is hereby amended by
replacing all references to "Purchaser" with "Xxxxxx Brothers
Holdings."
29. Section 12.01 (Successor to Company) is hereby amended in its entirety
to read as follows:
Simultaneously with the termination of the Company's
responsibilities and duties under this Agreement pursuant to
Sections 9.04, 10.01, 11.01(ii) or 11.02, the Master Servicer
shall, in accordance with the provisions of the Trust
Agreement (i) succeed to and assume all of the Company's
responsibilities, rights, duties and obligations under this
Agreement, or (ii) appoint a successor meeting the eligibility
requirements of this Agreement, and which shall succeed to all
rights and assume all of the responsibilities, duties and
liabilities of the Company under this Agreement with the
termination of the Company's responsibilities, duties and
liabilities under this Agreement. Any successor to the Company
that is not at that time a servicer of other mortgage loans
for the Trust Fund shall be subject to the approval of the
Master Servicer, the Purchaser, the Trustee and each Rating
Agency (as such term is defined in the Trust Agreement).
Unless the successor servicer is at that time a servicer of
other mortgage loans for the Trust Fund, each Rating Agency
must deliver to the Trustee a letter to the effect that such
transfer of servicing will not result in a qualification,
withdrawal or downgrade of the then-current rating of any of
the Certificates. In connection with such appointment and
assumption, the Master Servicer or the 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
A-9
that permitted the Company under this Agreement. In the event
that the Company's duties, responsibilities and liabilities
under this Agreement should be terminated pursuant to the
aforementioned sections, the Company shall discharge such
duties and responsibilities during the period from the date it
acquires knowledge of such termination until the effective
date thereof with the same degree of diligence and prudence
which it is obligated to exercise under this Agreement, and
shall take no action whatsoever that might impair or prejudice
the rights or financial condition of its successor. The
resignation or removal of the Company pursuant to the
aforementioned sections shall not become effective until a
successor shall be appointed pursuant to this Section 12.01
and shall in no event relieve the Company of the
representations and warranties made pursuant to Sections 3.01
and the remedies available to the Trust Fund under Section
3.03 shall be applicable to the Company notwithstanding any
such resignation or termination of the Company, or the
termination of this Agreement.
Within a reasonable period of time, but in no event
longer than 30 days of the appointment of a successor entity,
the Company shall prepare, execute and deliver to the
successor entity any and all documents and other instruments,
place in such successor's possession all Servicing Files, and
do or cause to be done all other acts or things necessary or
appropriate to effect the purposes of such notice of
termination. The Company shall cooperate with the Trustee and
the Master Servicer, as applicable, 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 9.04,
10.01, 11.01 or 11.02 shall not affect any claims that (i) the
Master Servicer or the Trustee may have against the Company
arising out of the Company's actions or failure to act, or
(ii) the Company may have against the Trust Fund, 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.
A-10
Except as otherwise provided in this Agreement, all
reasonable costs and expenses incurred in connection with any
transfer of servicing hereunder (as a result of a termination
of the Company for cause pursuant to Section 10.01),
including, without limitation, the costs and expenses of the
Master Servicer or any other Person in appointing a successor
servicer, or of the Master Servicer in assuming the
responsibilities of the Company hereunder, or of transferring
the Servicing Files and the other necessary data to the
successor servicer shall be paid by the terminated Servicer
from its own funds without reimbursement. The Trust Fund shall
be liable for all costs and expenses incurred in connection
with any transfer of servicing hereunder, other than costs and
expenses incurred in connection with a transfer of servicing
for cause as stated above.
30. Section 12.02 (Amendment) is hereby amended and restated in its
entirety as follows:
Section 12.02 (Amendment)
This Agreement may be amended from time to time by
written agreement signed by the Company and 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. 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.
34. A new Section 12.13 (Officer's Certificate) is hereby added to read as
follows:
By March 15th of each year beginning March 15, 2006,
or at any other time upon thirty (30) days written request, an
officer of the Servicer shall execute and deliver an Officer's
Certificate substantially in the form of Exhibit F attached
hereto, signed by the senior officer in charge of servicing of
the Servicer or any officer to whom that officer reports, to
the Master Servicer for the benefit of such Master Servicer
and its respective officers, directors and affiliates.
Notwithstanding the foregoing, in the event that as to any
year a report on Form 10-K is not required to be filed with
the Securities and Exchange Commission with respect to the
related securitization transaction for the prior calendar
year, then (i) the Depositor shall notify the Servicer of that
fact, and (ii) the Servicer shall not be required to provide
the Officer's Certificate described in this Section 12.13.
A-11
EXHIBIT B
Servicing Agreement
[INTENTIONALLY OMITTED]
B-1
Exhibit C
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
Schedule of Serviced Mortgage Loans
[INTENTIONALLY OMITTED]
D-1
EXHIBIT E
Standard Layout for Monthly Defaulted Loan Report
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------ ---------------------------------------------------------------- --------------------------------
% of MI coverage NUMBER(6,5) The percent of coverage
provided by the PMI company
in the event of loss on a
defaulted loan.
Actual MI claim filed date DATE(MM/DD/YYYY) Actual date that the claim
was submitted to the PMI
company.
Actual bankruptcy start date DATE(MM/DD/YYYY) Actual date that the
bankruptcy petition is filed
with the court.
Actual MI claim amount filed NUMBER(15,2) The amount of the claim that
was filed by the servicer
with the PMI company.
Actual discharge date DATE(MM/DD/YYYY) Actual date that the
Discharge Order is entered in
the bankruptcy docket.
Actual due date DATE(MM/DD/YYYY) Actual due date of the next
outstanding payment amount
due from the mortgagor.
Actual eviction complete date DATE(MM/DD/YYYY) Actual date that the eviction
proceedings are completed by
local counsel.
Actual eviction start date DATE(MM/DD/YYYY) Actual date that the eviction
proceedings are commenced by
local counsel.
Actual first legal date DATE(MM/DD/YYYY) Actual date that foreclosure
counsel filed the first legal
action as defined by state
statute.
Actual redemption end date DATE(MM/DD/YYYY) Actual date that the
foreclosure redemption period
expires.
Bankruptcy chapter VARCHAR2(2) 7= Chapter 7 filed 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.
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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 Appraisal=Appraisal Name of vendor or management
Opinion 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 indentifies 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.
E-2
Foreclosure valuation amount NUMBER(15,2) Value obtained during the
foreclosure process. Usually as
a result of a BPO and typically
used to calculate the bid.
Foreclosure valuation date DATE(MM/DD/YYYY) Date that foreclosure valuation
amount was completed by vendor
or property management company.
Foreclosure valuation source VARCHAR2(80) BPO= Broker's Price Appraisal=Appraisal Name of vendor or management
Opinion 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(MM/DD/YYYY) Actual date that funds were
date received from HUD as a result of
transmitting the 27011A claim.
Foreclosure actual sale date DATE(MM/DD/YYYY) Actual date that the foreclosure
Servicer loan number VARCHAR2(15) sale was held. 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
3=Conventional w/o PMI 4=Commercial generally defined by the
5=FHA Project 6=Conventional w/PMI existence of certain types of
7=HUD 235/265 8=Daily Simple Interest insurance. (ie: FHA, VA,
Loan conventional insured,
9=Farm Loan U=Unknown conventional uninsured, SBA,
S=Sub prime etc.)
Loss mit approval date DATE(MM/DD/YYYY) The date determined that the
servicer and mortgagor agree to
pursue a defined loss
mitigation alternative.
Loss mit flag VARCHAR2(2) Y= Active loss mitigation N=No active loss Servicer defined indicator that
mitigation identifies that the loan is
involved in completing aloss
mitigation alternative.
E-3
Loss mit removal date DATE(MM/DD/YYYY) The date that the mortgagor is
denied loss mitigation
alternatives or the date that
the loss mitigation alternative
is completed resulting in a
current or liquidated loan.
Loss mit type VARCHAR2(2) L= Loss Mitigation LT=Ligitation pending The defined loss mitigation
NP=Pending non-performing CH= Charge off alternative identified on the
sale loss mit approval date.
DI= Deed in lieu FB= Forbearance plan
MO=Modification PC=Partial claim
SH=Short sale VA=VA refunding
Loss mit value NUMBER(10,2) Value obtained typically from a
BPO prior to foreclosure sale
intended to aid in the
completion of loss mitigation
activity.
Loss mit value date 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.
First Vacancydate/ Occupancy DATE(MM/DD/YYYY) The date that the most recent
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 (ie: note and
mortgage/deed of trust).
Original value amount NUMBER(10,2) Appraised value of property as
of origination typically
determined through the
appraisal process.
Origination date DATE(MM/DD/YYYY) Date that the contractual
obligations (ie: note and
mortgage/deed of trust) of the
mortgagor was executed.
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FHA Part B funds DATE(MM/DD/YYYY) Actual date that funds were
received date received 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
3=Average 4=Fair property as most recently
5=Poor 6=Very poor reported to the servicer by
vendor or property management
company.
Property type VARCHAR2(2) 1=Single family 2=Town house Type of property secured by
3=Condo 4=Multifamily 5=Other mortgage such as: single
6=Prefabricated B=Commercial C=Land only family, 2-4 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
mtgr identified by mortgagor.
003=Illness of mtgr's family member
004=Death of mtgr's family member 005=Marital difficulties
006=Curtailment of income 007=Excessive
obligations
008=Abandonment of property 009=Distant employee
transfer
011=Property problem 012=Inability to sell
property
013=Inability to rent property 014=Military service
015=Other 016=Unemployment
017=Business failure 019=Casualty loss
022=Energy-Environment costs 023= Servicing problems
026= Payment adjustment 027=Payment dispute
029=Transfer ownership pending 030=Fraud
031=Unable to contact borrower INC=Incarceration
REO repaired 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.
E-5
REO value (as is) NUMBER(10,2) The value of the property
without making any repairs as
determined by the vendor/
property management copmany.
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 Appraisal=Appraisal Name of vendor or management
Opinion company that provided the REO
value (as is).
Repay first due date DATE(MM/DD/YYYY) The due date of the first
scheduled payment due under a
forbearance or repayment plan
agreed to by both the mortgagor
and servicer.
Repay next due date DATE(MM/DD/YYYY) The due date of the next
outstanding payment due under a
forbearance or repayment plan
agreed to by both the mortgagor
and servicer.
Repay plan DATE(MM/DD/YYYY) The servicer defined date upon
broken/reinstated/closed which the servicer considers
date 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 forebearance or
repayment plan
E-6
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
balance account 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 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 NUMBER(15,2) The amount of funds received
amount by the servicer from VA as a
result of the specified bid.
VA first funds received date DATE(MM/DD/YYYY) The date that the funds from
the specified bid were received
by the servicer from the VA.
VA XXX submitted date DATE(MM/DD/YYYY) Actual date that the Notice of
Election to Convey was
submitted to the VA.
Zip Code VARCHAR2(5) US postal zip code that
corresponds to property
location.
FNMA Delinquency status code VARCHAR2(3) 09=Forbearance 17=Preforeclosure The code that is electronically
sale reported to FNMA by the
24=Drug seizure 26=Refinance 27=Assumption servicer that reflects the
28=Modification 29=Charge-off 30=Third-party sale current defaulted status of a
31=Probate 32=Military indulgence 43=Foreclosure loan. (ie: 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
E-7
FNMA delinquency VARCHAR2(3) 001=Death of 002=Illness of The code that is electronically
reason code principal mtgr principal mtgr reported to
003=Illness of mtgr's family 004=Death of mtgr's family FNMA by the servicer that
member member describes the
005=Marital difficulties 006=Curtailment of income circumstance that appears to be
007=Excessive obligations 008=Abandonment of property the primary contributing factor
009=Distant employee transfer 011=Property problem to the delinquency.
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
Suspense balance NUMBER(10,2) Money submitted to the
servicer, credited to the
mortgagor's account but not
allocated to principal,
interest, escrow, etc.
Restricted escrow balance NUMBER(10,2) Money held in escrow by the
mortgage company through
completion of repairs to
property.
Investor number NUMBER (10,2) Unique number assigned to a
group of loans in the servicing
system.
E-8
EXHIBIT F
ANNUAL CERTIFICATION
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Re: Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2005-7
Reference is made to the Reconstituted Servicing Agreement, dated as of March 1,
2005 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc., as seller,
and Countrywide Home Loans Servicing LP, as servicer (the "Servicer"). I,
[identify the certifying individual], a [title] of the Servicer hereby certify
to Aurora Loan Services LLC (the "Master Servicer"), and its respective
officers, directors and affiliates, and with the knowledge and intent that it
will rely upon this certification, that:
1. I have reviewed the information required to be delivered to the Master
Servicer pursuant to the Servicing Agreement (the "Servicing Information");
2. Based on my knowledge, the information relating to the Mortgage Loans
submitted by the Servicer in its monthly reporting packages delivered to the
Master Servicer with respect to the Transaction, 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;
3. Based on my knowledge, the Servicing Information required to be provided to
the Master Servicer by the Servicer under this Agreement has been provided
to the Master Servicer; and
4. I am responsible for reviewing the activities performed by the Servicer
under this Agreement and based upon the review required hereunder, and
except as disclosed in the Annual Statement of Compliance, the Annual
Independent Certified 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 Master Servicer by the
Servicer, the Servicer has, as of this certification fulfilled its
obligations under this Agreement.
F-1
Name:
-----------------------------
Title:
-----------------------------
Date:
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F-2
