Exhibit 99.3
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"), 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 May 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 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.
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 May 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 June 18, 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)
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 2005-12 Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as the Seller under the SWSA to enforce
the obligations of the Servicer under the SWSA and the term "Purchaser" as used
in the SWSA in connection with any rights of the Purchaser shall refer to the
Trust Fund or, as the context requires, the Master Servicer acting in its
capacity as agent for the Trust Fund, except as otherwise specified in Exhibit A
hereto. The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement upon the failure of the
Servicer to perform any of its obligations under this Agreement, which failure
results in an Event of Default as provided in Section 10.01 of the SWSA.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer assume any of the obligations of the Seller under the SWSA and in
connection with the performance of the Master Servicer's duties hereunder the
parties and other signatories hereto agree that the Master Servicer shall be
entitled to all of the rights, protections and limitations of liability afforded
to the Master Servicer under the Trust Agreement.
6. No Representations. Neither Countrywide nor the Servicer nor the
Master Servicer shall be obligated or required to make any representations and
warranties regarding the characteristics of the Serviced Mortgage Loans (other
than those representations and warranties made by Countrywide in Section 3.02 of
the SWSA as of the date of the sale from Countrywide to the Bank) in connection
with the
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transactions contemplated by the Trust Agreement and issuance of the
Certificates issued pursuant thereto.
7. Notices. All notices and communications between or among the parties
hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer
under this Agreement shall be delivered to the Master Servicer at the following
address:
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Attn: E. Xxxx Xxxxxxxxxx - Xxxxxx Xxxxxxxxx
XXXX 0000-00
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 2005-12
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 2005-12
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:
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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:
Title:
EXHIBIT A
Modifications to the SWSA
1. Unless otherwise specified herein, any provisions of the SWSA, including
definitions, relating to (i) representations and warranties relating to
the Mortgage Loans and not relating to the servicing of the Mortgage
Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan and
Pass-Through Transfers and Reconstitution, and (iv) Assignments of
Mortgage, shall be disregarded for purposes relating to this Agreement.
The exhibits to the SWSA and all references to such exhibits shall also
be disregarded.
2. The definition of "Eligible Investments" in Article I is hereby amended
in its entirety to read as follows:
Eligible Investments: Any one or more of the obligations and
securities listed below which investment provides for a date of
maturity not later than the Determination Date in each month:
(i) direct obligations of, and obligations fully
guaranteed as to timely payment of principal and interest by,
the United States of America or any agency or instrumentality of
the United States of America the obligations of which are backed
by the full faith and credit of the United States of America
("Direct Obligations");
(ii) federal funds, or demand and time deposits in,
certificates of deposits of, or bankers' acceptances issued by,
any depository institution or trust company (including U.S.
subsidiaries of foreign depositories and the Trustee or any
agent of the Trustee, acting in its respective commercial
capacity) incorporated or organized under the laws of the United
States of America or any state thereof and subject to
supervision and examination by federal or state banking
authorities, so long as at the time of investment or the
contractual commitment providing for such investment the
commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other
short-term debt or deposit obligations of such holding company
or deposit institution, as the case may be) have been rated by
each Rating Agency in its highest short-term rating category or
one of its two highest long-term rating categories;
(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by Xxxxxx Xxx, Xxxxxx 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
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securities issued by such corporation and held as part of the
Trust Fund to exceed 20% of the sum of the aggregate principal
balance of the Mortgage Loans; provided, further, that such
securities will not be Eligible Investments if they are
published as being under review with negative implications from
any Rating Agency;
(v) commercial paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more
than 180 days after the date of issuance thereof) rated by each
Rating Agency in its highest short-term rating category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct
ownership interests in future interest or principal payments on
obligations of the United States of America or its agencies or
instrumentalities (which obligations are backed by the full
faith and credit of the United States of America) held by a
custodian in safekeeping on behalf of the holders of such
receipts; and
(viii) any other demand, money market, common trust
fund or time deposit or obligation, or interest-bearing or other
security or investment, (A) rated in the highest rating category
by each Rating Agency or (B) that would not adversely affect the
then current rating by each Rating Agency of any of the
Certificates. Such investments in this subsection (viii) may
include money market mutual funds or common trust funds,
including any fund for which the Trustee, the Master Servicer or
an affiliate thereof serves as an investment advisor,
administrator, shareholder servicing agent, and/or custodian or
subcustodian, notwithstanding that (x) the Trustee, the Master
Servicer or an affiliate thereof charges and collects fees and
expenses from such funds for services rendered, (y) the Trustee,
the Master Servicer or an affiliate thereof charges and collects
fees and expenses for services rendered pursuant to this
Agreement, and (z) services performed for such funds and
pursuant to this Agreement may converge at any time; provided,
however, that no such instrument shall be an Eligible Investment
if such instrument evidences either (i) a right to receive only
interest payments with respect to the obligations underlying
such instrument, or (ii) both principal and interest payments
derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument
provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations.
3. A definition of "Xxxxxx Xxx" is hereby added to Article I to immediately
follow the definition of "Xxxxxxx Mac," to read as follows:
Xxxxxx Xxx: 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
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constitute the sole remedies of the Master Servicer, the Trust
Fund and the Trustee respecting a breach of the foregoing
representations and warranties.
Any cause of action against the Company relating to or
arising out of the breach of any representations and warranties
made in Section 3.01 shall accrue upon (i) discovery of such
breach by the Company or notice thereof by the Trustee or Master
Servicer to the Company, (ii) failure by the Company to cure
such breach within the applicable cure period, and (iii) demand
upon the Company by the Trustee or the Master Servicer for
compliance with this Agreement.
15. Section 4.01 (Company to Act as Servicer) is hereby amended as follows:
(i) by deleting the first sentence of the second paragraph
of such section and replacing it with the following:
Consistent with the terms of this Agreement, the Company
may waive, modify or vary any term of any Mortgage Loan or
consent to the postponement of any such term or in any manner
grant indulgence to any Mortgagor if in the Company's reasonable
and prudent determination such waiver, modification,
postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that unless the Mortgagor is in
default with respect to the Mortgage Loan or such default is, in
the judgment of the Company, imminent, the Company shall not
permit any modification with respect to any Mortgage Loan that
would change the Mortgage Interest Rate, forgive the payment of
principal or interest, reduce or increase the outstanding
principal balance (except for actual payments of principal) or
change the final maturity date on such Mortgage Loan.
(ii) by adding the following to the end of the second
paragraph of such section:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Company
shall forward to the Master Servicer copies of any documents
evidencing such assumption, modification, consolidation or
extension. Notwithstanding anything to the contrary contained in
this Agreement, the Company shall not make or permit any
modification, waiver or amendment of any term of any Mortgage
Loan that would cause any REMIC created under the Trust
Agreement to fail to qualify as a REMIC or result in the
imposition of any tax under Section 860F(a) or Section 860G(d)
of the Code.
16. Section 4.04 (Establishment of and Deposits to Custodial Account) is
hereby amended as follows:
the words "in trust for the Purchaser of Conventional
Residential Conventional Residential Mortgage Loans, and various
Mortgagors" in the fourth and fifth lines of the first sentence
of the first paragraph shall be replaced by the following: "in
trust for SARM 2005-12 Trust Fund and various Mortgagors".
17. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by replacing the words from the word "Purchaser" in the sixth
line of clause (ii) to the end of such clause (ii) with the following:
the Trust Fund; provided however, that in the event that
the Company determines in good faith that any unreimbursed
Monthly Advances will not be recoverable from amounts
representing late recoveries of payments of principal or
interest respecting the particular Mortgage Loan as to which
such Monthly Advance was made or from
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Liquidation Proceeds or Insurance Proceeds with respect to such
Mortgage Loan, the Company may reimburse itself for such amounts
from the Custodial Account, it being understood, in the case of
any such reimbursement, that the Company's right thereto shall
be prior to the rights of the Trust Fund;
18. Section 4.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "Purchaser of Conventional Residential
Mortgage Loans, and various Mortgagors" in the fifth line of the first
sentence of the first paragraph, and replacing it with the following:
"in trust for SARM 2005-12 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 2005-12
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.
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
A-7
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
A-8
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.
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
A-9
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.
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.
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
A-11
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
Servicing Agreement
(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 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%
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
E-1-1
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
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 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(MM/DD/YYYY) Actual date that the eviction proceedings
date 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.
E-2-1
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 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 Opinion Name of vendor or management company that
Appraisal=Appraisal 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 DATE(MM/DD/YYYY) Actual date that the loan was referred to
referral date local counsel to begin foreclosure
proceedings.
E-2-2
Foreclosure valuation amount NUMBER(15,2) Value obtained during the foreclosure
process. Usually as a result of a BPO and
typically used to calculate the bid.
Foreclosure valuation date DATE(MM/DD/YYYY) Date that foreclosure valuation amount
was completed by vendor or property
management company.
Foreclosure valuation source VARCHAR2(80) BPO= Broker's Price Opinion Name of vendor or management company that
Appraisal=Appraisal 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 from
date 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 Type of loan being serviced generally
2=VA Residential defined by the existence of certain types
3=Conventional w/o PMI of insurance. (ie: FHA, VA, conventional
4=Commercial insured, conventional uninsured, SBA,
5=FHA Project etc.)
6=Conventional w/PMI
7=HUD 235/265
8=Daily Simple Interest Loan
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 mitigation Servicer defined indicator that
N=No active loss mitigation identifies that the loan is involved in
completing a loss mitigation alternative.
E-2-3
Loss mit removal date DATE(MM/DD/YYYY) The date that the mortgagor is denied
loss mitigation alternatives or the date
that the loss mitigation alternative is
completed resulting in a current or
liquidated loan.
Loss mit type VARCHAR2(2) L= Loss Mitigation The defined loss mitigation alternative
LT=Litigation pending identified on the loss mit approval date.
NP=Pending non-performing sale
CH=Charge off
DI=Deed in lieu
FB=Forbearance plan
MO=Modification
PC=Partial claim
SH=Short sale
VA=VA refunding
Loss mit value NUMBER(10,2) Value obtained typically from a BPO prior
to foreclosure sale intended to aid in
the completion of loss mitigation
activity.
Loss mit value date DATE(MM/DD/YYYY) Name of vendor or management company that
provided the loss mitigation valuation
amount.
Loss mit value source VARCHAR2(15) BPO=Broker's Price Opinion Date that the lost mitigation valuation
Appraisal=Appraisal 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 The most recent status of the property
T=Tenant occupied regarding who if anyone is occupying the
U=Unknown property. Typically a result of a
V=Vacant 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
FHA Part B funds received DATE(MM/DD/YYYY) Actual date that funds were received fro
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 Physical condition of the property as
2=Good most recently reported to the servicer by
3=Average vendor or property management company.
4=Fair
5=Poor
6=Very poor
Property type VARCHAR2(2) 1=Single family Type of property secured by mortgage such
2=Town house as: single family, 2-4 unit, etc.
3=Condo
4=Multifamily
5=Other
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 housing
24=2-4 family
CT=Condotel
MU=Mixed use
Reason for default VARCHAR2(3) 001=Death of principal mtgr Cause of delinquency as identified by
02=Illness of principal mtgr mortgagor.
003=Illness of mtgr's family member
004=Death of mtgr's family member
005=Marital difficulties
006=Curtailment of income
007=Excessive obligations
008=Abandonment of property
009=Distant employee transfer
011=Property problem
012=Inability to sell property
013=Inability to rent property
014=Military service
015=Other
016=Unemployment
017=Business failure
019=Casualty loss
022=Energy-Environment costs
023=Servicing problems
026=Payment adjustment
027=Payment dispute
029=Transfer ownership pending
030=Fraud
031=Unable to contact borrower
INC=Incarceration
REO repaired value NUMBER(10,2) The projected value of the property that
is adjusted from the "as is" value
assuming necessary repairs have been made
to the property as determined by the
vendor/property management company.
REO list price adjustment NUMBER(15,2) The most recent listing/pricing amount as
amount updated by the servicer for REO
properties.
E-2-5
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 Servicer defined indicator that
N=No active REO identifies that the property is now Real
Estate Owned.
REO original list date DATE(MM/DD/YYYY) The initial/first date that the property
was listed with an agent as an REO.
REO original list price NUMBER(15,2) The initial/first price that was used to
list the property with an agent as an
REO.
REO net sales proceeds NUMBER(10,2) The actual REO sales price less closing
costs paid. The net sales proceeds are
identified within the HUD1 settlement
statement.
REO sales price NUMBER(10,2) Actual sales price agreed upon by both
the purchaser and servicer as documented
on the HUD1 settlement statement.
REO scheduled close date DATE(MM/DD/YYYY) The date that the sale of the REO
property is scheduled to close escrow.
REO value date DATE(MM/DD/YYYY) Date that the vendor or management
company completed the valuation of the
property resulting in the REO value (as
is).
REO value source VARCHAR2(15) BPO=Broker's Price Opinion Name of vendor or management company that
Appraisal=Appraisal provided the REO value (as is).
Repay first due date DATE(MM/DD/YYYY) The due date of the first scheduled
payment due under a forbearance or
repayment plan agreed to by both the
mortgagor and servicer.
Repay next due date DATE(MM/DD/YYYY) The due date of the next outstanding
payment due under a forbearance or
repayment plan agreed to by both the
mortgagor and servicer.
E-2-6
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.
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 approval
received date 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.
E-2-7
FNMA Delinquency status code VARCHAR2(3) 09=Forbearance The code that is electronically reported
17=Preforeclosure sale to FNMA by the servicer that reflects the
24=Drug seizure current defaulted status of a loan. (ie:
26=Refinance 65, 67, 43 or 44)
27=Assumption
28=Modification
29=Charge-off
30=Third-party sale
31=Probate
32=Military indulgence
43=Foreclosure
44=Deed-in-lieu
49=Assignment
61=Second lien considerations
62=VA no-bid
63=VA Refund
64=VA Buydown
65=Ch. 7 bankruptcy
66=Ch. 11 bankruptcy
67=Ch. 13 bankruptcy
FNMA delinquency reason code VARCHAR2(3) 001=Death of principal mtgr The code that is electronically reported
002=Illness of principal mtgr to FNMA by the servicer that describes
003=Illness of mtgr's family member the circumstance that appears to be the
004=Death of mtgr's family member primary contributing factor to the
005=Marital difficulties delinquency.
006=Curtailment of income
007=Excessive obligations
008=Abandonment of property
009=Distant employee transfer
011=Property problem
012=Inability to sell property
013=Inability to rent property
014=Military service
015=Other
016=Unemployment
017=Business failure
019=Casualty loss
022=Energy-Environment costs
023=Servicing problems
026=Payment adjustment
027=Payment dispute
029=Transfer ownership pending
030=Fraud
031=Unable to contact borrower
INC=Incarceration
Suspense balance NUMBER(10,2) Money submitted to the servicer, credited
to the mortgagor's account but not
allocated to principal, interest, escrow,
etc.
Restricted escrow balance NUMBER(10,2) Money held in escrow by the mortgage
company through completion of repairs to
property.
Investor number NUMBER (10,2) Unique number assigned to a group of
loans in the servicing system.
E-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 2005-12
Reference is made to the Reconstituted Servicing Agreement, dated as of May 1,
2005 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc., as seller,
and Countrywide Home Loans Servicing LP, as servicer (the "Servicer"). I,
[identify the certifying individual], a [title] of the Servicer hereby certify
to Aurora Loan Services LLC (the "Master Servicer"), and its respective
officers, directors and affiliates, and with the knowledge and intent that it
will rely upon this certification, that:
1. I have reviewed the information required to be delivered to the Master
Servicer pursuant to the Servicing Agreement (the "Servicing
Information");
2. Based on my knowledge, the information relating to the Mortgage Loans
submitted by the Servicer in its monthly reporting packages delivered to
the Master Servicer with respect to the Transaction, taken as a whole,
does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading
as of the date of this certification;
3. Based on my knowledge, the Servicing Information required to be provided
to the Master Servicer by the Servicer under this Agreement has been
provided to the Master Servicer; and
4. I am responsible for reviewing the activities performed by the Servicer
under this Agreement and based upon the review required hereunder, and
except as disclosed in the Annual Statement of Compliance, the Annual
Independent Certified Public Accountant's Servicing Report and all
servicing reports, officer's certificates and other information relating
to the servicing of the Mortgage Loans submitted to the Master Servicer
by the Servicer, the Servicer has, as of this certification fulfilled
its obligations under this Agreement.
F-1
Name:
---------------------------------
Title:
---------------------------------
Date:
---------------------------------
F-2
