EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered
into as of the 1st day of May, 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 CITIBANK, N.A., a national banking association
(the "Trustee"), recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain fixed
rate, conventional, first lien, residential mortgage loans from the Servicer
pursuant to the Seller's Warranties and Servicing Agreement between the Seller
and the Servicer, dated as of March 1, 2005 for Fixed Rate Mortgage Loans
(Mortgage Loan Series 2005-W14 (the "SWSA").
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated May
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 May 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 Xxxxx Fargo Bank, National
Association will act as custodian of the Servicing Files for the Trustee
pursuant to a Custodial Agreement, dated May 1, 2005, between Xxxxx Fargo 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 June 20, 2005 to
the Trust Fund is to include principal due after May 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 SASCO
2005-11H 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.
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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 - Master Servicing
SASCO 0000-00X
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: SASCO 2005-11H
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Citibank Agency and Trust (SASCO 0000-00X)
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
Telephone: 000- 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
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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]
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Seller
By:
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Servicer
By:
------------------------------------
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES LLC,
as Master Servicer
By:
------------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
CITIBANK, N.A.
as Trustee
By:
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: 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 "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.
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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.
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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 SASCO 2005-11H 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
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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 SASCO 2005-11H 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.
(ii) replacing the word "advances" in the sixth line of the fifth paragraph
thereof with "Monthly
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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 2005-11H
20. Section 5.02 (Statements to Purchaser) is hereby amended in its entirety to
read as follows:
Section 5.02 Statements to Master Servicer.
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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"
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(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.
1.
A-9
EXHIBIT B
Seller's Warranties and Servicing Agreement
(See Exhibit 99.8)
B-1
EXHIBIT C
Schedule of Serviced Mortgage Loans
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D-1
FORM OF MONTHLY REMITTANCE ADVICE
<TABLE>
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%
</TABLE>
D-1-1
<TABLE>
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
</TABLE>
X-0-0
XXXXXXX X-0
XXXXXXXX XXXXXX FOR MONTHLY DEFAULTED LOAN REPORT
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
D-2-1
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
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 company
Opinion 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 Servicer defined indicator that
foreclosure 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 referral DATE(MM/DD/YYYY) Actual date that the loan was
date referred to local counsel to begin
foreclosure proceedings.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
D-2-2
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
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 company
Opinion 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 received
date from HUD as a result of transmitting
the 27011A claim.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure actual sale date DATE(MM/DD/YYYY) Actual date that the foreclosure sale
was held.
------------------------------------------------------------------------------------------------------------------------------------
Servicer loan number VARCHAR2(15) Individual number that uniquely
identifies loan as defined by
servicer.
------------------------------------------------------------------------------------------------------------------------------------
Loan type VARCHAR2(2) 1=FHA Residential 2=VA Residential Type of loan being serviced generally
3=Conventional w/o 4=Commercial defined by the existence of certain
PMI 6=Conventional w/PMI types of insurance. (i.e.: FHA, VA,
5=FHA Project 8=Daily Simple conventional insured, conventional
7=HUD 235/265 Interest Loan uninsured, SBA, etc.)
9=Farm Loan U=Unknown
S=Sub prime
------------------------------------------------------------------------------------------------------------------------------------
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 N=No active loss Servicer defined indicator that
mitigation mitigation identifies that the loan is involved
in completing a loss mitigation
alternative.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
D-2-3
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
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 CH=Charge off alternative identified on the loss
non-performing FB=Forbearance plan mit approval date.
sale PC=Partial claim
DI=Deed in lieu VA=VA refunding
MO=Modification
SH=Short sale
------------------------------------------------------------------------------------------------------------------------------------
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 Appraisal=Appraisal Date that the lost mitigation
Opinion 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/ 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
(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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
D-2-4
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
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 DATE(MM/DD/YYYY) Actual date that funds were 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 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 unit,
6=Prefabricated B=Commercial C=Land only etc.
7=Mobile home U=Unknown D=Farm
A=Church P=PUD R=Row house
O=Co-op M=Manufactured 24=2-4 family
housing
CT=Condotel MU=Mixed use
------------------------------------------------------------------------------------------------------------------------------------
Reason for default VARCHAR2(3) 001=Death of principal 02=Illness of principal Cause of delinquency as identified by
mtgr mtgr mortgagor.
003=Illness of mtgr's 005=Marital
family member difficulties
004=Death of mtgr's 007=Excessive
family member obligation
006=Curtailment of 009=Distant employee
income transfer
008=Abandonment of 012=Inability to sell
property property
011=Property problem 014=Military service
013=Inability to rent 016=Unemployment
property
015=Other 019=Casualty loss
017=Business failure 023=Servicing problems
022=Energy-Environment 027=Payment dispute
costs
026=Payment adjustment 030=Fraud
029=Transfer ownership INC=Incarceration
pending
031=Unable to contact
borrower
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
D-2-5
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
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 Name of vendor or management company
Opinion that provided the REO value (as is).
Appraisal=Appraisal
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
D-2-6
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
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 date the servicer considers that the plan
is no longer in effect as a result of
plan completion or mortgagor's
failure to remit payments as
scheduled.
------------------------------------------------------------------------------------------------------------------------------------
Repay plan created date DATE(MM/DD/YYYY) The date that both the mortgagor and
servicer agree to the terms of a
forbearance or repayment plan.
------------------------------------------------------------------------------------------------------------------------------------
SBO loan number NUMBER(9) Individual number that uniquely
identifies loan as defined by Aurora
Master Servicing.
------------------------------------------------------------------------------------------------------------------------------------
Escrow balance/advance 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 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 by the
amount 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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
D-2-7
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
FNMA Delinquency status code VARCHAR2(3) 09=Forbearance 17=Preforeclosure The code that is electronically
24=Drug seizure 26=Refinance sale reported to FNMA by the servicer that
28=Modification 29=Charge-off 27=Assumption reflects the current defaulted status
31=Probate 32=Military indulgence 30=Third-party of a loan. (i.e.: 65, 67, 43 or 44)
44=Deed-in-lieu 49=Assignment sale
62=VA no-bid 63=VA Refund 43=Foreclosure
65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 61=Second lien
considerations
64=VA Buydown
67=Ch.
13 bankruptcy
------------------------------------------------------------------------------------------------------------------------------------
FNMA delinquency reason code VARCHAR2(3) 001=Death of principal mtgr 002=Illness of The code that is electronically
principal mtgr reported to FNMA by the servicer that
003=Illness of mtgr's family member 004=Death of mtgr's describes the circumstance that
005=Marital difficulties family member appears to be the primary
007=Excessive obligations 006=Curtailment of income contributing factor to the
009=Distant employee transfer 008=Abandonment of delinquency.
012=Inability to sell property property
014=Military service 011=Property problem
016=Unemployment 013=Inability to rent
019=Casualty loss property
023=Servicing problems 015=Other
027=Payment dispute 017=Business failure
030=Fraud 022=Energy-Environment
INC=Incarceration 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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
D-2-8
EXHIBIT E
ANNUAL CERTIFICATION
Re: Structured Assets Securities Corporation, Mortgage Pass-Through
Certificates, Series 2005-11H
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
