EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of June, 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 XXXXX FARGO BANK, 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 June
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 June 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.
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 June 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 July 18, 2005 to
the Trust Fund is to include principal due after June 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 2005-15 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 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 - Xxxxxx Xxxxxxxxx
XXXX 0000-00
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 2005-15
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Xxxxx Fargo Bank, National Association
X.X. Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
(or in the case of overnight deliveries:
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services - SARM 2005-15
Telephone: 000-000-0000
Facsimile: 000-000-0000
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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
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
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
as Trustee
By: _____________________________________
Name: Xxxxx Xxxxxx
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 "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 Mae, Xxxxxx Xxx 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
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;
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(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 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.
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 2005-15 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 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;
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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 2005-15 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 2005-15
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-1 and Exhibit E-2 is limited to
that which is readily available to the Company and is mutually
agreed to by the Company and Master Servicer.
A-7
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 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 be entitled to be reimbursed
therefor out of the Custodial Account it maintains as provided by
Section 4.05.
A-8
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 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.
A-9
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.
A-10
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 (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.
A-11
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-12
EXHIBIT B
SWSA
See Exhibit 99.4
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-1
FORM OF MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number nodecimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRIAL BALANCE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 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%
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
E-1-1
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
E-1-2
EXHIBIT E-2
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(MM/DD/YYYY) Actual date that the claim was submitted to
date the PMI company.
-----------------------------------------------------------------------------------------------------------------------------------
Actual bankruptcy start DATE(MM/DD/YYYY) Actual date that the bankruptcy petition is
date filed with the court.
-----------------------------------------------------------------------------------------------------------------------------------
Actual MI claim amount NUMBER(15,2) The amount of the claim that was filed by the
filed servicer with the PMI company.
-----------------------------------------------------------------------------------------------------------------------------------
Actual discharge date DATE(MM/DD/YYYY) Actual date that the Discharge Order is
entered in the bankruptcy docket.
-----------------------------------------------------------------------------------------------------------------------------------
Actual due date DATE(MM/DD/YYYY) Actual due date of the next outstanding
payment amount due from the mortgagor.
-----------------------------------------------------------------------------------------------------------------------------------
Actual eviction complete DATE(MM/DD/YYYY) Actual date that the eviction proceedings are
date completed by local counsel.
-----------------------------------------------------------------------------------------------------------------------------------
Actual eviction start DATE(MM/DD/YYYY) Actual date that the eviction proceedings are
date commenced by local counsel.
-----------------------------------------------------------------------------------------------------------------------------------
Actual first legal date DATE(MM/DD/YYYY) Actual date that foreclosure counsel filed the
first legal action as defined by state statute.
-----------------------------------------------------------------------------------------------------------------------------------
Actual redemption end DATE(MM/DD/YYYY) Actual date that the foreclosure redemption
date 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.
-----------------------------------------------------------------------------------------------------------------------------------
E-2-1
-----------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------------------
MI claim funds received DATE(MM/DD/YYYY) Actual date that funds were received from the
date PMI company as a result of transmitting an
MI claim.
------------------------------------------------------------------------------------------------------------------------------------
Current loan amount NUMBER(10,2) Current unpaid principal balance of the loan as
of the date of reporting to Aurora Master
Servicing.
------------------------------------------------------------------------------------------------------------------------------------
Date FC sale scheduled DATE(MM/DD/YYYY) Date that the foreclosure sale is scheduled to
be held.
------------------------------------------------------------------------------------------------------------------------------------
Date relief/dismissal DATE(MM/DD/YYYY) Actual date that the dismissal or relief
granted 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 that
Opinion 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 identifies
N=Less than 90 days delinquent 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 identifies
foreclosure 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 referred to
referral date local counsel to begin foreclosure
proceedings.
------------------------------------------------------------------------------------------------------------------------------------
E-2-2
-----------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------------------
Foreclosure valuation NUMBER(15,2) Value obtained during the foreclosure process.
amount Usually as a result of a BPO and typically
used to calculate the bid.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure valuation DATE(MM/DD/YYYY) Date that foreclosure valuation amount was
date completed by vendor or property management
company.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure valuation VARCHAR2(80) BPO=Broker's Price Appraisal=Appraisal Name of vendor or management company that
source Opinion provided the foreclosure valuation amount.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011A transmitted DATE(MM/DD/YYYY) Actual date that the FHA 27011A claim was
date submitted to HUD.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011 B transmitted DATE(MM/DD/YYYY) Actual date that the FHA 27011B claim was
date 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 DATE(MM/DD/YYYY) Actual date that funds were received from HUD
received date as a result of transmitting the 27011A claim.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure actual sale DATE(MM/DD/YYYY) Actual date that the foreclosure sale was held.
date
------------------------------------------------------------------------------------------------------------------------------------
Servicer loan number VARCHAR2(15) Individual number that uniquely identifies
loan as defined by servicer.
------------------------------------------------------------------------------------------------------------------------------------
Loan type VARCHAR2(2) 1=FHA Residential 2=VA Residential Type of loan being serviced generally
3=Conventional w/o PMI 4=Commercial defined by the existence of certain types of
5=FHA Project 6=Conventional w/PMI insurance. (ie: FHA, VA, conventional
7=HUD 235/265 8=Daily Simple insured, conventional uninsured, SBA, etc.)
9=Farm Loan Interest Loan
S=Sub prime U=Unknown
------------------------------------------------------------------------------------------------------------------------------------
Loss mit approval date DATE(MM/DD/YYYY) The date determined that the servicer and
mortgagor agree to pursue a defined loss
mitigation alternative.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit flag VARCHAR2(2) Y=Active loss N=No active loss Servicer defined indicator that identifies
mitigation mitigation that the loan is involved in completing a
loss mitigation alternative.
------------------------------------------------------------------------------------------------------------------------------------
E-2-3
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------------------
Loss mit removal date DATE(MM/DD/YYYY) The date that the mortgagor is denied loss
mitigation alternatives or the date that the
loss mitigation alternative is completed
resulting in a current or liquidated loan.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit type VARCHAR2(2) L=Loss Mitigation LT=Litigation pending The defined loss mitigation alternative
NP=Pending non- CH=Charge off identified on the loss mit approval date.
performing sale
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 Appraisal=Appraisal Date that the lost mitigation valuation
Opinion 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 property
U=Unknown V=Vacant regarding who if anyone is occupying the
property. Typically a result of a routine
property inspection.
------------------------------------------------------------------------------------------------------------------------------------
First Vacancy date/ DATE(MM/DD/YYYY) The date that the most recent occupancy
Occupancy status date 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.
------------------------------------------------------------------------------------------------------------------------------------
E-2-4
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------------------
FHA Part B funds DATE(MM/DD/YYYY) Actual date that funds were received from
received date 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 most
3=Average 4=Fair recently reported to the servicer by vendor
5=Poor 6=Very poor or property management company.
------------------------------------------------------------------------------------------------------------------------------------
Property type VARCHAR2(2) 1=Single family 2=Town house Type of property secured by mortgage such
3=Condo 4=Multifamily 5=Other as: single family, 2-4 unit, etc.
6=Prefabricated B=Commercial C=Land only
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 02=Illness of Cause of delinquency as identified by
principal mtgr principal mtgr mortgagor.
003=Illness of mtgr's
family member
004=Death of mtgr's 005=Marital
family member difficulties
006=Curtailment of 007=Excessive
income obligations
008=Abandonment of 009=Distant
property employee transfer
011=Property 012=Inability to
problem sell property
013=Inability to 014=Military service
rent property
015=Other 016=Unemployment
017=Business 019=Casualty loss
failure
022=Energy- 023=Servicing problems
Environment
costs
026=Payment 027=Payment dispute
adjustment
029=Transfer 030=Fraud
ownership pending
031=Unable to INC=Incarceration
contact borrower
------------------------------------------------------------------------------------------------------------------------------------
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 as amount
amount updated by the servicer for REO properties.
------------------------------------------------------------------------------------------------------------------------------------
E-2-5
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------------------
REO list price adjustment DATE(MM/DD/YYYY) The most recent date that the servicer
date 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 Appraisal=Appraisal Name of vendor or management company that
Opinion 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.
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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.
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E-2-6
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DATA FIELD FORMAT DATA DESCRIPTION
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Repay plan DATE(MM/DD/YYYY) The servicer defined date upon which the
broken/reinstated/closed servicer considers that the plan is no
date longer in effect as a result of plan
completion or mortgagor's failure to remit
payments as scheduled.
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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.
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SBO loan number NUMBER(9) Individual number that uniquely identifies
loan as defined by Aurora Master Servicing.
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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)
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Title approval letter DATE(MM/DD/YYYY) The actual date that the title approval was
received date received as set forth in the HUD title
approval letter.
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Title package HUD/VA DATE(MM/DD/YYYY) The actual date that the title package was
date submitted to either HUD or VA.
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VA claim funds received DATE(MM/DD/YYYY) The actual date that funds were received by
date the servicer from the VA for the expense
claim submitted by the servicer.
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VA claim submitted date DATE(MM/DD/YYYY) The actual date that the expense claim was
submitted by the servicer to the VA.
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VA first funds received NUMBER(15,2) The amount of funds received by the servicer
amount from VA as a result of the specified bid.
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VA first funds received DATE(MM/DD/YYYY) The date that the funds from the specified
date bid were received by the servicer from the VA.
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VA XXX submitted date DATE(MM/DD/YYYY) Actual date that the Notice of Election to
Convey was submitted to the VA.
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Zip Code VARCHAR2(5) US postal zip code that corresponds to
property location.
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E-2-7
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DATA FIELD FORMAT DATA DESCRIPTION
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FNMA Delinquency status VARCHAR2(3) 09=Forbearance 17=Preforeclosure sale The code that is electronically reported to
code 24=Drug seizure 26=Refinance 27=Assumption FNMA by the servicer that reflects the
28=Modification 29=Charge-off 30=Third-party sale current defaulted status of a loan. (ie: 65,
31=Probate 32=Military 43=Foreclosure 67, 43 or 44)
indulgence
44=Deed-in-lieu 49=Assignment 61=Second lien
considerations
62=VA no-bid 63=VA Refund 64=VA Buydown
65=Ch. 7 66=Ch. 11 67=Ch. 13
bankruptcy bankruptcy bankruptcy
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FNMA delinquency reason VARCHAR2(3) 001=Death of 002=Illness of The code that is electronically reported to
code principal mtgr principal mtgr FNMA by the servicer that describes the
003=Illness of 004=Death of circumstance that appears to be the primary
mtgr's family mtgr's family contributing factor to the delinquency.
member member
005=Marital 006=Curtailment
difficulties of income
007=Excessive 008=Abandonment
obligations of property
009=Distant 011=Property
employee problem
transfer
012=Inability to 013=Inability to
sell property rent property
014=Military 015=Other
service
016=Unemployment 017=Business
failure
019=Casualty loss 022=Energy-
Environment
costs
023=Servicing 026=Payment
problems adjustment
027=Payment 029=Transfer
dispute ownership
pending
030=Fraud 031=Unable to
contact
borrower
INC=Incarceration
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Suspense balance NUMBER(10,2) Money submitted to the servicer, credited to
the mortgagor's account but not allocated to
principal, interest, escrow, etc.
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Restricted escrow balance NUMBER(10,2) Money held in escrow by the mortgage company
through completion of repairs to property.
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Investor number NUMBER (10,2) Unique number assigned to a group of loans in
the servicing system.
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E-2-8
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 2005-15
----------------------------
Reference is made to the Reconstituted Servicing Agreement, dated as of June 1,
2005 (the "Agreement"), by and between 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: ____________________________
F-2
