EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of November, 2005, by and between XXXXXX BROTHERS HOLDINGS
INC., a Delaware corporation (the "Seller"), and HSBC MORTGAGE CORPORATION
(USA)., a Delaware corporation (the "Servicer"), having an office at 0000 Xxxxxx
Xxxxxx, Xxxxx, XX 00000, and acknowledged by AURORA LOAN SERVICES LLC, a
Delaware limited liability company ("Aurora"), and U.S. Bank National
Association, a national banking association (the "Trustee"), recites and
provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain
mortgage loans (the "Mortgage Loans") from the Servicer pursuant to the Master
Mortgage Loan Purchase and Servicing Agreement, dated as of November 1, 2005, by
and between the Bank and the Servicer (the "Servicing Agreement"), which is
annexed hereto as Exhibit B.
WHEREAS, the Mortgage Loans are currently being serviced by the
Servicer for the Bank pursuant to the Servicing Agreement.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as
of November 1, 2005 (the "Assignment and Assumption Agreement") and annexed
hereto as Exhibit C, the Bank has assigned all of its rights, title and interest
in the Mortgage Loans as well as all of its rights and obligations under the
Servicing Agreement to the Seller, and the Seller has accepted such assignment.
WHEREAS, the Seller has conveyed certain Mortgage Loans identified on
Exhibit D hereto (the "Serviced Mortgage Loans") to Structured Asset Securities
Corporation, a Delaware special purpose corporation ("SASCO") pursuant to a
Mortgage Loan Sale and Assignment Agreement dated as of November 1, 2005 (the
"Mortgage Loan Sale and Assignment Agreement"), which in turn has conveyed the
Serviced Mortgage Loans to the Trustee, pursuant to a trust agreement, dated as
of November 1, 2005 (the "Trust Agreement"), among the Trustee, Aurora, as
master servicer (together with any successor master servicer appointed pursuant
to the provisions of the Trust Agreement, the "Master Servicer"), Xxxxx Fargo
Bank, National Association, as securities administrator (the "Securities
Administrator"), and SASCO.
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
Servicing Agreement shall continue to 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 the
conditions specified herein to terminate for cause the rights and obligations of
the Servicer under this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the Servicing
Agreement incorporated by reference herein (regardless of whether such terms are
defined in the Servicing Agreement), shall have the meanings ascribed to such
terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that Deutsche Bank
National Trust Company will act as custodian (the "Custodian") of the Serviced
Mortgage Files for the Trustee pursuant to a Custodial Agreement, dated November
1, 2005, between the Custodian 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
Servicing Agreement, except as otherwise provided herein and on Exhibit A
hereto, and that the provisions of the Servicing Agreement, 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 Subsections 11.04 and 11.14 of the Servicing Addendum to the Servicing
Agreement (the "Servicing Addendum"), the remittance on December 19, 2005 to the
Trust Fund is to include principal due after November 1, 2005 (the "Trust
Cut-off Date") plus interest 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 clause (b) of Subsection 11.14 of the
Servicing Addendum. On each Remittance Date the Servicer shall remit by wire
transfer of immediately available funds to the account designated in writing on
the preceding Record Date by the Master Servicer, acting in its capacity as
Agent for the Trust Fund (a) all Monthly Payments due in the Due Period prior to
such Remittance Date and received by the Servicer prior to the related
Determination Date, plus (b) all amounts, if any, which the Servicer is
obligated to distribute pursuant to Subsection 11.29, plus (c) any amounts
attributable to Principal Prepayments received in the calendar month preceding
the month in which the Remittance Date occurs, together with any additional
interest required to be deposited in the Custodial Account in connection with
such Principal Prepayments in accordance with Subsection 11.04(xi), minus (vii)
all amounts that may be withdrawn from the Custodial Account pursuant to
Subsections 11.05(ii) through (v). The parties hereto acknowledge that the
closing of the SARM 2005-22 mortgage securitization will take place on November
30, 2005 (the "Closing Date").
5. Servicing Fee. The obligation of the Trust Fund to pay Servicing Fee
set forth the Servicing Agreement is payable solely from the interest portion
(including recoveries with respect to interest from Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds and REO Disposition Proceeds to the
extent permitted by Subsection 11.05 of the Servicing Addendum to the Servicing
Agreement) of the Monthly Payment collected by the Servicer or as otherwise
provided under Subsection 11.05 of the Servicing Addendum.
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6. 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 2005-22 Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as the Bank under the Servicing Agreement
to enforce the obligations of the Servicer under the Servicing Agreement and the
term "Purchaser" as used in the Servicing Agreement 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 Subsection 14.01 of the Servicing Agreement. Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer assume
any of the obligations of the Bank under the Servicing Agreement 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.
7. No Representations. Neither the Servicer nor the Master Servicer
shall be obligated or required to make any representations and warranties
regarding the characteristics of the Serviced Mortgage Loans (other than those
representations and warranties made by the Servicer in Subsection 7.02 of the
Servicing Agreement) in connection with the transactions contemplated by the
Trust Agreement and issuance of the Certificates issued pursuant thereto.
8. 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, Xxxxxxxx 00000
Mail Stop Code 3195
Attention: E. Xxxx Xxxxxxxxxx, Master Servicing, SARM 2005-22
Telephone: (000) 000-0000
Telecopier: (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
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services LLC, Master Servicing
Payment Clearing Account
Account No.: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: SARM 2005-22
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All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
U.S. Bank National Association
0 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Corporate Trust Services
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Contract Finance - Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Dechert LLP
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
All notices required to be delivered to the Servicer hereunder shall be
delivered to the address of its office as set forth in the first paragraph of
this Agreement.
9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
instrument.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Seller
By:__________________________________
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
HSBC MORTGAGE CORPORATION (USA),
as Servicer
By:__________________________________
Name:
Title:
ACKNOWLEDGED BY:
AURORA LOAN SERVICES LLC,
as Master Servicer
By:______________________________________
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:___________________
Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Vice President
EXHIBIT A
Modifications to the Servicing Agreement
1. Unless otherwise specified herein, any provisions of the Servicing
Agreement, 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 (which will be assigned pursuant to the Servicing
Agreement), (iii) Whole Loan Transfers, Agency Transfers and
Pass-Through Transfers, and (iv) Assignments of Mortgage, shall be
disregarded for purposes relating to this Agreement. With the exception
of the Servicing Addendum in Exhibit 8 of the Servicing Agreement, all
other exhibits and all references to such exhibits shall be
disregarded.
2. A new definition of "Best Efforts" is hereby added to Section 1 to
immediately follow the definition of "Balloon Loan," to read as
follows:
"Best Efforts": Efforts determined to be reasonably diligent
by the Servicer in its reasonable discretion. Such efforts do
not require the Servicer to enter into any litigation,
arbitration or other legal or quasi-legal proceeding, nor do
they require the Servicer to advance or expend fees or sums of
money in addition to those specifically set forth in this
Agreement.
3. The definition of "Determination Date" is hereby amended and restated
in its entirety to read as follows:
"Determination Date": With respect to each Distribution Date,
the fifteenth (15th) day of the calendar month in which such
Distribution Date occurs or, if such fifteenth (15th) day is
not a Business Day, the Business Day immediately preceding
such fifteenth (15th) day.
4. A definition of "Eligible Investments" is hereby added to Section 1 to
immediately follow the definition of "Eligible Account," 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;
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(iii) repurchase agreements collateralized by
Direct Obligations or securities guaranteed by Xxxxxx Mae,
FNMA or FHLMC 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;
(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.
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5. A definition of "Xxxxxx Xxx" is hereby added to Section 1 to
immediately follow the definition of "FNMA Guides," to read as follows:
"Xxxxxx Mae": The Government National Mortgage Association, or
any successor thereto.
6. The definition of "Monthly Advance" in Section 1 is hereby amended in
its entirety to read as follows:
"Monthly Advance": With respect to each Remittance Date and
each Mortgage Loan, an amount equal to the Monthly Payment
(with the interest portion of such Monthly Payment adjusted to
the Mortgage Loan Remittance Rate) that was due on the
Mortgage Loan on the Due Date in the related Due Period, and
that (i) was delinquent at the close of business on the
related Determination Date and (ii) was not the subject of a
previous Monthly Advance, but only to the extent that such
amount is expected, in the reasonable judgment of the
Servicer, to be recoverable from collections or other
recoveries in respect of such Mortgage Loan.
7. The definition of "Mortgage Loan" in Section 1 is hereby amended in its
entirety to read as follows:
"Mortgage Loan": An individual servicing retained Mortgage
Loan which has been purchased from the Servicer by Xxxxxx
Brothers Bank, FSB and assigned to Xxxxxx Brothers Holdings
Inc. and is subject to this Agreement, being identified on the
Mortgage Loan Schedule attached 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.
8. A definition of "Mortgage Loan Remittance Rate" is hereby added to
Section 1 to immediately follow the definition of "Mortgage Loan
Package," to read as follows:
"Mortgage Loan Remittance Rate": With respect to each Mortgage
Loan, the annual rate of interest remitted to the Master
Servicer, which shall be equal to the Mortgage Interest Rate
minus the applicable Servicing Fee.
9. 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
Servicing Agreement.
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10. The definition of "Opinion of Counsel" in Section 1 is hereby amended
by adding the following proviso at the end of such definition:
provided that any Opinion of Counsel relating to (a)
qualification of the Mortgage Loans in a REMIC or (b)
compliance with the REMIC Provisions, must be an opinion of
counsel who (i) is in fact independent of the Servicer and the
Master Servicer of the Mortgage Loans, (ii) does not have any
material direct or indirect financial interest in the Servicer
or the Master Servicer of the Mortgage Loans or in an
affiliate of either and (iii) is not connected with the
Servicer or the Master Servicer of the Mortgage Loans as an
officer, employee, director or person performing similar
functions.
11. A new definition of "Prepayment Interest Shortfall Amount" is hereby
added to Section 1 to immediately follow the definition of "Preliminary
Servicing Period," to read as follows:
"Prepayment Interest Shortfall Amount": With respect to any
Mortgage Loan that was subject to a voluntary (not including
discounted payoffs) Principal Prepayment in full or in part
during any Due Period, which Principal Prepayment was applied
to such Mortgage Loan prior to such Mortgage Loan's Due Date
in such Due Period, the amount of interest (net of the related
Servicing Fee for Principal Prepayments in full only) that
would have accrued on the amount of such Principal Prepayment
during the period commencing on the date as of which such
Principal Prepayment was applied to such Mortgage Loan and
ending on the day immediately preceding such Due Date,
inclusive; provided, however, that the Servicer's aggregate
obligations to pay the Prepayment Interest Shortfall Amount
for any month shall be limited to the total amount of
Servicing Fees actually received with respect to the Mortgage
Loans by the Servicer during such month.
12. The definition of "Principal Prepayment" is hereby amended and restated
in its entirety to read as follows:
"Principal Prepayment": Any payment or other recovery of
principal on a Mortgage Loan which is received in advance of
its scheduled Due Date, including any prepayment charge or
premium thereon and which is not accompanied by an amount of
interest representing scheduled interest due on any date or
dates in any month or months subsequent to the month of
prepayment.
13. A new definition of "Principal Prepayment Period" is hereby added to
Section 1 to immediately follow the definition of "Principal
Prepayment," to read as follows:
"Principal Prepayment Period": The month preceding the month
in which the related Remittance Date occurs.
14. A definition of "Qualified Depository" is hereby added to Section 1 to
immediately follow the definition of "Purchase Price," 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, but no more than 365 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, FSB, a
federal savings bank.
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15. A new definition of "Qualified GIC" is hereby added to Section 1 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.
16. A new definition of "Rating Agency" is hereby added to Section 1 to
immediately follow the definition of "Rate/Term Refinancing", to read
as follows:
"Rating Agency": Xxxxx'x Investors Service, Inc., Fitch, Inc.
or Standard & Poor's, a division of the XxXxxx-Xxxx Companies,
Inc., or any successor of the foregoing.
17. A new definition of "Remittance Date" is hereby added to Section 1 to
immediately follow the definition of "REMIC Provisions," to read as
follows:
"Remittance Date": The 18th day (or if such 18th day is not a
Business Day, the first Business Day immediately following) of
any month.
18. A new definition of "Sarbanes Certifying Party" is added to Section 1
to immediately follow the definition of "Residential Dwelling" to read
as follows:
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"Sarbanes Certifying Party" means a Person who provides a
certification required under the Xxxxxxxx-Xxxxx Act of 2002 on
behalf of the Trust Fund.
19. The definition of "Servicing Fee" in Section 1 is hereby amended in its
entirety to read as follows:
"Servicing Fee:" With respect to each Mortgage Loan and for
each month, an amount equal to one-twelfth the product of (a)
the Servicing Fee Rate and (b) the outstanding principal
balance of the Mortgage Loan. The Servicing Fee is payable
solely from the interest portion (including recoveries with
respect to interest from Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds to the
extent permitted by Subsection 11.05 of the Servicing Addendum
to the Servicing Agreement) of such Monthly Payment collected
by the Servicer or as otherwise provided under this Agreement.
20. The definition of "Servicing Fee Rate" in Section 1 is hereby amended
in its entirety to read as follows:
"Servicing Fee Rate": 0.250% per annum.
21. The parties hereto acknowledge that Section 6 (Conveyance from Seller
to Initial Purchaser) of the Servicing Agreement shall be (i)
superseded by the provisions of the Custodial Agreement, and (ii)
modified to indicate that the Servicer shall prepare and execute at the
direction of Xxxxxx Brothers Holdings Inc. any note endorsements in
connection with the transfer of the Mortgage Loans to the Trust Fund as
the Owner of the Mortgage Loans and that Xxxxxx Brothers Holdings Inc.
shall pay for any fees associated with the preparation and execution of
such note endorsements to the Trust Fund.
22. Subsection 11.01 of the Servicing Addendum (Seller 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 Servicer 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 Servicer's reasonable
and prudent determination such waiver, modification,
postponement or indulgence is not materially adverse to the
Master Servicer, the Trustee or the Trust; provided, however,
that unless the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the
Servicer, imminent, the Servicer 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:
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Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Servicer
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 Servicer 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.
23. Subsection 11.04 of the Servicing Addendum (Establishment of Custodial
Accounts; Deposits in Custodial Accounts) is hereby amended as follows:
(i) by replacing the period at the end of the first
sentence of such Subsection and adding the following:
, titled "HSBC Mortgage Corporation (USA) in trust for the
SARM 2005-22 Trust Fund". Each Custodial Account shall be held
by a Qualified Depository and any such investments therein
shall be Eligible Investments.
(ii) by adding the words "and in part" after the word
"full" in the first sentence of Clause (xi)
24. Subsection 11.05 of the Servicing Addendum (Permitted Withdrawals From
the Custodial Account) is hereby amended by replacing the references to
"Purchaser" in such subsection with "Trust Fund" and replacing the word
"and" at the end of such clause (vii) with the following:
provided however, that in the event that the Servicer
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
Servicer may reimburse itself for such amounts from the
Custodial Account, it being understood, in the case of any
such reimbursement, that the Servicer's right thereto shall be
prior to the rights of the Trust Fund;
such subsection is further amended by replacing the periods at the end
of clauses (viii) and (ix) with semicolons and by adding the following
new clauses (x) and (xi):
(x) to invest funds in the Custodial Account in
Eligible Investments in accordance with Subsection 11.04; and
(xi) to transfer funds to another Qualified
Depository in accordance with Subsection 11.09 hereof.
25. Subsection 11.06 of the Servicing Addendum (Establishment of Escrow
Accounts; Deposits in Escrow Accounts) is hereby amended by replacing
the period at the end of the first sentence of such Subsection and
adding the following:
, titled "HSBC Mortgage Corporation (USA) in trust for the
SARM 2005-22 Trust Fund". Each Custodial Account shall be held
by a Qualified Depository and any such investments therein
shall be Eligible Investments.
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26. Subsection 11.08 of the Servicing Addendum (Payment of Taxes, Insurance
and Other Charges; Maintenance of Primary Insurance Policies and LPMI
Policies; Collections Thereunder) is hereby amended by adding the
following paragraph at the end of such subsection:
The Servicer will notify the Master Servicer or
Xxxxxx Brothers Holdings in the event that the LPMI Policy is
terminated.
27. Subsection 11.13 of the Servicing Addendum (Title, Management and
Disposition of REO Property) is hereby amended by (i) replacing the
reference to "two years" in the penultimate sentence of the second
paragraph thereof with "three years"; (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 Servicer 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 Servicer
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 Servicer has
received such an extension (and provided a copy of the same to
the Trustee and the Master Servicer), then the Servicer 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 Servicer has
not received such an extension and the Servicer 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 Servicer has received such an
extension, and the Servicer is unable to sell the REO Property
within the period ending three months before the close of the
Extended Period, the Servicer 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 Servicer) 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
Servicer which would enable the Servicer, 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)
subject any Trust REMIC to the imposition of any federal
income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Sections 860F or
860G(c) of the Code, unless the Servicer has agreed to
indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes; and
and (iii) by adding the following to the end of such Subsection:
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Prior to acceptance by the Servicer of an offer to
sell any REO Property, the Servicer 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 Servicer in writing, within five (5) calendar
days after its receipt of the related Notice of Sale, that it
disapproves of the related sale, in which case the Servicer
shall not proceed with such sale.
28. Subsection 11.14 of the Servicing Addendum (Distributions) is hereby
amended by replacing the word "second" in the first sentence of the
third paragraph with "first" and by adding the following after the
second paragraph of such Subsection:
All distributions 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,
SARM 2005-22
29. Subsection 11.16 of the Servicing Addendum (Statements to Purchaser) is
hereby amended by replacing the last paragraph of such Subsection 11.16
in its entirety with the following paragraphs:
Beginning with calendar year 2006, the Seller shall
prepare and file any and all tax returns, information
statements or other filings for the portion of the tax year
2005 and the portion of subsequent tax years for which the
Seller has serviced some or all of the Mortgage Loans
hereunder as such returns, information statements or other
filings are required to be delivered to any governmental
taxing authority or to the Master Servicer pursuant to any
applicable law with respect to the Mortgage Loans and the
transactions contemplated hereby. In addition, the Seller
shall provide the Master Servicer with such information
concerning the Mortgage Loans as is necessary for the Master
Servicer to prepare the Trust Fund's federal income tax return
as the Master Servicer may reasonably request from time to
time.
The Servicer shall deliver or cause to be delivered
to the Master Servicer executed copies of the custodial and
escrow account letter agreements pursuant to Subsections 11.04
and 11.06 within 30 days of the Closing Date.
Not later than the tenth calendar day of each month,
the Servicer 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 Servicer and the
Master Servicer. The information required by Exhibit E-1 and
Exhibit E-2 shall consist of that which is reasonably
available to the Servicer as mutually agreed to by the
Servicer and the Master Servicer. A data file containing
information in Exhibit E-1 will be sent to a secured website
for retrieval by the Purchaser.
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The monthly statement shall include (a) with respect
to those Mortgage Loans covered by any PMI Policy, on a
current and cumulative basis the amount of any (i) claims
filed, (ii) claims payments made, (iii) claims denied, (iv)
policies cancelled and (v) all such other information
reasonably required by the Master Servicer and (b) the amount
of any Monthly Advances made by the Servicer on such Monthly
Remittance Date.
The Master Servicer may request that the Servicer
provide, at the Master Servicer's expense, an appraisal or a
broker price opinion on any Mortgage Loan which is 90 days or
more delinquent. The Servicer shall promptly, and in no event
later than 15 calendar days after such request, deliver such
appraisal or broker price opinion to the Master Servicer.
30. Subsection 11.23 of the Servicing Addendum (Statement as to Compliance)
is hereby amended and restated in its entirety to read as follows:
Subsection 11.23 Annual Officer's Certificate.
(a) Not later than the earlier of (a) March 15 of each
calendar year (other than the calendar year during which the
Closing Date occurs) or (b) with respect to any calendar year
during which the Depositor's annual report on Form 10-K is
required to be filed in accordance with the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the
rules and regulations of the Securities and Exchange
Commission (the "Commission"), 15 calendar days before the
date on which the Depositor's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and
the rules and regulations of the Commission (or, in each case,
if such day is not a Business Day, the immediately preceding
Business Day), the Servicer, at its own expense, will deliver
to Xxxxxx Brothers Holdings Inc., the Master Servicer and the
Sarbanes Certifying Party a Servicing Officer's certificate
stating, as to each signer thereof, that (i) a review of the
activities of the Servicer during such preceding fiscal year
and of performance under this Agreement has been made under
such officers' supervision, and (ii) to the best of such
officers' knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement for such
year, or, if there has been a default in the fulfillment of
all such obligations, specifying each such default known to
such officer and the nature and status thereof including the
steps being taken by the Servicer to remedy such default.
(b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act
of 2002, as amended, ("Xxxxxxxx-Xxxxx") is required to be
given on behalf of the Trust Fund, not later than the earlier
of (i) March 15 of each calendar year (other than the calendar
year during which the Closing Date occurs) or (ii) with
respect to any calendar year during which the Depositor's
annual report on Form 10-K is required to be filed in
accordance with the Exchange Act and the rules and regulations
of the Commission, 15 calendar days before the date on which
the Depositor's annual report on Form 10-K is required to be
filed in accordance with the Exchange Act and the rules and
regulations of the Commission (or, in each case, if such day
is not a Business Day, the immediately preceding Business
Day), or at any other time that the Sarbanes Certifying Party
provides a certification pursuant to Xxxxxxxx-Xxxxx and upon
thirty (30) days written request of such parties, an officer
of the Servicer shall execute and deliver an Officer's
Certificate to the Sarbanes Certifying Party for the benefit
of the Trust Fund and the Sarbanes Certifying Party and its
officers, directors and affiliates, in the form of Exhibit F
hereto.
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31. Subsection 11.24 of the Servicing Addendum (Independent Public
Accountants' Servicing Report) is hereby amended and restated in its
entirety to read as follows:
Subsection 11.24 Annual Audit Report.
Not later than the earlier of (i) March 15 of each calendar
year (other than the calendar year during which the Closing
Date occurs) or (ii) with respect to any calendar year during
which the Depositor's annual report on Form 10-K is required
to be filed in accordance with the Exchange Act and the rules
and regulations of the Commission, 15 calendar days before the
date on which the Depositor's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and
the rules and regulations of the Commission (or, in each case,
if such day is not a Business Day, the immediately preceding
Business Day), the Servicer shall, at its own expense, cause a
firm of independent public accountants (who may also render
other services to Servicer), which is a member of the American
Institute of Certified Public Accountants, to furnish to
Xxxxxx Brothers Holdings Inc., Master Servicer and the
Sarbanes Certifying Party (i) year-end audited (if available)
financial statements of the Servicer and (ii) a statement to
the effect that such firm has examined certain documents and
records for the preceding fiscal year (or during the period
from the date of commencement of such Servicer's duties
hereunder until the end of such preceding fiscal year in the
case of the first such certificate) and that, on the basis of
such examination conducted substantially in compliance with
the Uniform Single Attestation Program for Mortgage Bankers,
such firm is of the opinion that Servicer's overall servicing
operations have been conducted in compliance with the Uniform
Single Attestation Program for Mortgage Bankers except for
such exceptions that, in the opinion of such firm, the Uniform
Single Attestation Program for Mortgage Bankers requires it to
report, in which case such exceptions shall be set forth in
such statement.
32. Subsection 11.29 of the Servicing Addendum (Monthly Advances by the
Seller) is hereby amended and restated in its entirety to read as
follows:
Subsection 11.29 Monthly Advances by the Servicer.
On the Business Day immediately preceding each Remittance
Date, the Servicer shall deposit in the Custodial Account from
its own funds an amount equal to all Monthly Payments (with
interest adjusted to the Mortgage Loan Remittance Rate) which
were due on the Mortgage Loans during the applicable Due
Period and which were delinquent at the close of business on
the immediately preceding Determination Date or which were
deferred pursuant to Section 3.01. The Servicer's obligation
to make such Monthly Advances as to any Mortgage Loan will
continue through the last Monthly Payment due prior to the
payment in full of the Mortgage Loan, or through the last
Remittance Date prior to the Remittance Date for the
distribution of all Liquidation Proceeds and other payments or
recoveries (including Insurance Proceeds and Condemnation
Proceeds) with respect to the Mortgage Loan unless the
Servicer deems such Monthly Advances to be unrecoverable, as
evidenced by an Officer's Certificate of the Servicer
delivered to the Owner.
33. A new Subsection 11.30 to the Servicing Addendum (Recordation of
Assignments of Mortgage) is hereby added to this Agreement to read as
follows:
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At the expense of Depositor, the Servicer shall (i) prepare an
Assignment of Mortgage in favor of the Trustee as to each
Non-MERS Mortgage Loan, and (ii) as soon as practicable after
the Closing Date (but in no event more than 90 days thereafter
except to the extent delays are caused by the applicable
recording office) cause to be properly recorded in each public
recording office where such Non-MERS Eligible Mortgage Loans
are recorded each Assignment of Mortgage.
34. A new Subsection 11.31 to the Servicing Addendum (Reporting
Requirements of the Commission and Indemnification) is hereby added to
this Agreement to read as follows:
Subsection 11.31 Reporting Requirements of the Commission
and Indemnification
Notwithstanding any other provision of this Agreement, the
Servicer shall (i) agree to such modifications and enter into
such amendments to this Agreement as may be necessary, in the
judgment of the Depositor, the Master Servicer and their
respective counsel, to comply with any rules promulgated by
the Commission and any interpretations thereof by the staff of
the Commission (collectively, "SEC Rules") provided that the
Servicer is reasonably able to comply with such revised rules
and (ii) upon request within reasonable timeframes intended to
comply with the SEC Rules provide to the Depositor for
inclusion in any periodic report required to be filed under
the Exchange Act, such items of information regarding this
Agreement and matters related to the Servicer, including as
applicable (by way of example and not limitation), a
description of any material litigation or governmental action
or proceeding involving the Servicer or its affiliates
(collectively, the "Servicer Information"), provided, that
such information shall be required to be provided by the
Servicer only to the extent that such shall be determined by
the Depositor in its sole discretion and its counsel to be
necessary or advisable to comply with any SEC Rules. Xxxxxx
Brothers Bank, FSB agrees to cooperate in good faith with the
Servicer to negotiate the reimbursement of any material
out-of-pocket fees or expenses incurred by the Servicer as a
result of complying with the SEC Rules.
The Servicer hereby agrees to indemnify and hold harmless the
Depositor, the Master Servicer, their respective officers and
directors and each person, if any, who controls the Depositor
or Master Servicer within the meaning of Section 15 of the
Securities Act of 1933, as amended (the "Securities Act"), or
Section 20 of the Exchange Act, from and against any and all
losses, claims, expenses, damages or liabilities to which the
Depositor, the Master Servicer, their respective officers or
directors and any such controlling person may become subject
under the Securities Act or otherwise, as and when such
losses, claims, expenses, damages or liabilities are incurred,
insofar as such losses, claims, expenses, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Servicer
Information or arise out of, or are based upon, the omission
or alleged omission to state therein any material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading, and will reimburse the
Depositor, the Master Servicer, their respective officers and
directors and any such controlling person for any legal or
other expenses reasonably incurred by it or any of them in
connection with investigating or defending any such loss,
claim, expense, damage, liability or action, as and when
incurred; provided, however, that the Servicer shall be liable
only insofar as such untrue statement or alleged untrue
statement or omission or alleged omission relates solely to
the information in the Servicer Information furnished to the
Depositor or Master Servicer by or on behalf of the Servicer
specifically in connection with this Agreement.
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35. Four new paragraphs are hereby added at the end of Subsection 7.01
(Representations and Warranties Respecting the Seller) to read as
follows:
It is understood and agreed that the representations
and warranties set forth in Subsection 7.01 (i) through (vi)
and (ix) through (xiv) are hereby restated as of the Closing
Date and shall survive the engagement of the Servicer to
perform the servicing responsibilities hereunder and the
delivery of the Servicing Files to the Servicer and shall
inure to the benefit of the Trustee, the Trust Fund and the
Master Servicer. Upon discovery by either the Servicer, 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 Servicer 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 Servicer of any breach of a representation or
warranty set forth in Subsection 7.01 which materially and
adversely affects the ability of the Servicer 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 Servicer shall use its Best
Efforts promptly to cure such breach in all material respects
and, if such breach cannot be cured, the Servicer shall, at
the Master Servicer's option, assign the Servicer'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 16.
In addition, the Servicer 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 Servicer's
representations and warranties contained in this Agreement. It
is understood and agreed that the remedies set forth in this
Subsection 7.01 constitute the sole remedies of the Master
Servicer, the Trust Fund and the Trustee respecting a breach
of the foregoing representations and warranties.
Any cause of action against the Servicer relating to
or arising out of the breach of any representations and
warranties made in Subsection 7.01 shall accrue upon (i)
discovery of such breach by the Servicer or notice thereof by
the Trustee or Master Servicer to the Servicer, (ii) failure
by the Servicer to cure such breach within the applicable cure
period, and (iii) demand upon the Servicer by the Trustee or
the Master Servicer for compliance with this Agreement.
36. Sections 13.01 (Additional Indemnification by the Seller) and 13.03
(Limitation on Liability of the Seller and Others) are replaced by the
following:
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The Servicer shall indemnify Xxxxxx Brothers
Holdings, Inc., the Trust Fund, the Depositor, 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 Servicer to perform its duties and service the
Mortgage Loans in strict compliance with the terms of this
Agreement (including, but not limited to its obligation to
provide the certifications pursuant to Section 11.23
hereunder) or for any inaccurate or misleading information
provided in the certification required pursuant to Section
11.23. The Servicer immediately shall notify Xxxxxx Brothers
Holdings Inc., the Depositor, 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 Servicer 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 Servicer for all amounts advanced
by it pursuant to the preceding sentence except when the claim
is in any way related to the Servicer's indemnification
pursuant to Subsection 7.03, or the failure of the Servicer to
service and administer the Mortgage Loans in strict compliance
with the terms of this Agreement.
The Trust Fund shall indemnify the Servicer 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 Servicer 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.
Neither the Servicer nor any of the directors,
officers, employees or agents of the Servicer shall be under
any liability to Xxxxxx Brothers Holdings Inc., the Trust
Fund, the Depositor, the Trustee or the Master Servicer for
any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement and at the
written instruction of Xxxxxx Brothers Holdings Inc. or the
Master Servicer, or for errors in judgment, provided, however,
that this provisions shall not protect the Servicer or any
such person against any breach of warranties or
representations made herein, or failure to perform its
obligation in strict compliance with any standard of care set
forth in this Agreement, or any liability which would
otherwise be imposed by reason of any breach of the terms and
conditions of this Agreement.
In the event a dispute arises between an indemnified
party and the Servicer 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.
37. Section 13.04 (Seller Not to Resign) is hereby amended and restated in
its entirety to read as follows:
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Subsection 13.04 Limitation on Resignation and Assignment by
Servicer
The Servicer shall neither assign this Agreement or the
servicing hereunder or delegate its rights or duties hereunder
or any portion hereof (to other than a third party in the case
of outsourcing routine tasks such as taxes, insurance and
property inspection, in which case the Servicer shall be fully
liable for such tasks as if the Servicer performed them
itself) or sell or otherwise dispose of all or substantially
all of its property or assets without the prior written
consent of the Trustee and the Master Servicer, which consent
shall be granted or withheld in the reasonable discretion of
such parties; or upon the determination that the Servicer's
duties hereunder are no longer permissible under applicable
law and such incapacity cannot be cured by the Servicer. Any
such determination permitting the unilateral resignation of
the Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered by the Servicer, which opinion shall be
in form and substance acceptable to the Trustee and the Master
Servicer. No such resignation or assignment shall become
effective until a successor has assumed the Servicer's
responsibilities and obligations hereunder in accordance with
Section 16. Notwithstanding the foregoing, the Servicer may
assign its rights and obligations hereunder without prior
written consent of the Trustee and the Master Servicer to any
entity that is directly owned or controlled by the Servicer,
and the Servicer guarantees the performance of such entity
hereunder. In the event of such assignment by the Servicer,
the Servicer shall provide the Trustee and the Master Servicer
with a written statement guaranteeing the successor entity's
performance of the Servicer's obligations under the Agreement.
38. Subsection 14.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master
Servicer"; and
(b) amending subclause (vii) as follows: "the
Servicer at any time is neither a FNMA or FHLMC approved
servicer, and the Master Servicer has not terminated the
rights and obligations of the Servicer under this Agreement
and replaced the Servicer with a FNMA or FHLMC approved
servicer within 30 days of the absence of such approval; or".
39. Subsection 14.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer".
40. Section 15 (Termination) is hereby amended by replacing all references
to "Purchaser" with "Trustee" and by adding the following paragraph to
the end of such subsection:
At the time of any termination of the Servicer
pursuant to this Section 15, the Servicer shall be entitled to
all accrued and unpaid Servicing Fees and unreimbursed
Servicing Advances and Monthly Advances; provided, however, in
the event of a termination for cause under Section 14 hereof,
such unreimbursed amounts shall not be reimbursed to the
Servicer until such amounts are received by the Trust Fund
from the related Mortgage Loans.
41. Section 16 (Successor to the Seller) is hereby amended in its entirety
to read as follows:
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Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Subsections 13.04 or 14.01 or Section 15, the Master Servicer
shall, in accordance with the provisions of the Trust
Agreement (i) succeed to and assume all of the Servicer'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 Servicer under this Agreement with the
termination of the Servicer's responsibilities, duties and
liabilities under this Agreement. Any successor to the
Servicer 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 Servicer under this Agreement. In the event that the
Servicer's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned
sections, the Servicer 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 Servicer pursuant to the aforementioned
sections shall not become effective until a successor shall be
appointed pursuant to this Section 16 and shall in no event
relieve the Servicer of the representations and warranties
made pursuant to Sections 3.01 and the remedies available to
the Trust Fund under Section 7.03 shall be applicable to the
Servicer notwithstanding any such resignation or termination
of the Servicer, or the termination of this Agreement.
Within a reasonable period of time, but in no event
longer than 30 days after the appointment of a successor
entity, the Servicer 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, to
the extent they are in not the possession of the Custodian,
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 Servicer shall cooperate with the Trustee and
the Master Servicer, as applicable, and such successor in
effecting the termination of the Servicer'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 Servicer 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 Servicer
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
Servicer under this Agreement, whereupon such successor shall
become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer,
with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Servicer or
termination of this Agreement pursuant to Subsections 13.04 or
14.01 or Section 15 shall not affect any claims that (i) the
Master Servicer or the Trustee may have against the Servicer
arising out of the Servicer's actions or failure to act, or
(ii) the Servicer may have against the Trust Fund, prior to
any such termination or resignation.
A-16
The Servicer 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 Servicer
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 Servicer.
Upon a successor's acceptance of appointment as such,
the Servicer 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 out-of-pocket costs and expenses incurred in
connection with any transfer of servicing hereunder (whether
as a result of termination or removal of the Servicer or
resignation of the Servicer or otherwise), including, without
limitation, the out-of-pocket 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 Servicer hereunder, or of transferring
the Servicing Files and the other necessary data to the
successor servicer shall be paid by the terminated, removed or
resigning Servicer from its own funds without reimbursement.
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.
42. A new Section 31 (Amendment) is hereby added to read as follows:
Section 31. Amendment
This Agreement may be amended from time to time by written
agreement by the Servicer and Xxxxxx Brothers Holdings Inc.,
with the written consent of the Master Servicer and the
Trustee.
43. A new Section 32 (Intended Third Party Beneficiaries) is hereby added
to read as follows:
Section 32. Intended Third Party Beneficiaries.
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 Servicer 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
Servicer 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-17
44. A new Section 33 (Acknowledgment) is hereby added to read as follows:
Section 33. Acknowledgment. The Seller hereby
acknowledges that the rights of Xxxxxx Brothers Bank, FSB
under the Servicing Agreement, as amended by this Agreement,
will be assigned to SASCO under the Mortgage Loan Sale and
Assignment Agreement, and subsequently to the Trust Fund under
the Trust Agreement and agrees that the Mortgage Loan Sale and
Assignment Agreement and the Trust Agreement will constitute
an assignment and assumption of the rights of Xxxxxx Brothers
Bank, FSB under the Servicing Agreement to SASCO and the Trust
Fund, as applicable. In addition, the Trust Fund will make a
REMIC election. The Seller hereby consents to such assignment
and assumption and acknowledges the Trust Fund's REMIC
election.
45. A new Section 34 is hereby added to read as follows:
Section 34. Amendment. This Agreement may be amended from time
to time by written agreement signed by the Servicer and the
Purchaser, with the written consent of the Master Servicer and
the Trustee.
A-18
EXHIBIT B
Servicing Agreement
See Exhibit 99.10
B-1
EXHIBIT C
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
Mortgage Loan Schedule
On File at the offices of:
Dechert LLP
Xxxx Centre
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
T-215-994-2777
F-215-994-2222
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
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-1-1
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
FIELD NAME DESCRIPTION
---------- -----------
------------------------------------------------------------------------------------------------------------------------------------
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 DATE(MM/DD/YYYY) Actual date that the claim was submitted to
filed date the PMI company.
------------------------------------------------------------------------------------------------------------------------------------
Actual bankruptcy DATE(MM/DD/YYYY) Actual date that the bankruptcy petition is
start date filed with the court.
------------------------------------------------------------------------------------------------------------------------------------
Actual MI claim NUMBER(15,2) The amount of the claim that was filed by
amount filed the servicer with the PMI company.
------------------------------------------------------------------------------------------------------------------------------------
Actual discharge DATE(MM/DD/YYYY) Actual date that the Discharge Order is
date 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 DATE(MM/DD/YYYY) Actual date that the eviction proceedings
complete date are completed by local counsel.
------------------------------------------------------------------------------------------------------------------------------------
Actual eviction DATE(MM/DD/YYYY) Actual date that the eviction proceedings
start date are commenced by local counsel.
------------------------------------------------------------------------------------------------------------------------------------
Actual first DATE(MM/DD/YYYY) Actual date that foreclosure counsel filed
legal date the first legal action as defined by state
statute.
------------------------------------------------------------------------------------------------------------------------------------
Actual redemption DATE(MM/DD/YYYY) Actual date that the foreclosure redemption
end date period expires.
------------------------------------------------------------------------------------------------------------------------------------
Bankruptcy VARCHAR2(2) 7=Chapter 7 filed 11=Chapter 11 filed Chapter of bankruptcy filed.
chapter 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 VARCHAR2(15) The court assigned case number of the
Number bankruptcy filed by a party with interest in
the property.
------------------------------------------------------------------------------------------------------------------------------------
E-2-1
------------------------------------------------------------------------------------------------------------------------------------
MI claim amount NUMBER(15,2) The amount paid to the servicer by the PMI
paid company as a result of submitting an MI
claim.
------------------------------------------------------------------------------------------------------------------------------------
MI claim funds DATE(MM/DD/YYYY) Actual date that funds were received from
received date the PMI company as a result of transmitting
an MI claim.
------------------------------------------------------------------------------------------------------------------------------------
Current loan NUMBER(10,2) Current unpaid principal balance of the loan
amount as of the date of reporting to Aurora Master
Servicing.
------------------------------------------------------------------------------------------------------------------------------------
Date FC sale DATE(MM/DD/YYYY) Date that the foreclosure sale is scheduled
scheduled to be held.
------------------------------------------------------------------------------------------------------------------------------------
Date relief/ DATE(MM/DD/YYYY) Actual date that the dismissal or relief
dismissal granted from stay order is entered by the bankruptcy
court.
------------------------------------------------------------------------------------------------------------------------------------
Date REO offer DATE(MM/DD/YYYY) Actual date of acceptance of an REO offer.
accepted
------------------------------------------------------------------------------------------------------------------------------------
Date REO offer DATE(MM/DD/YYYY) Actual date of receipt of an REO offer.
received
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value NUMBER(10,2) Value obtained typically from a BPO prior to
foreclosure referral not related to loss
mitigation activity.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value VARCHAR2(15) BPO=Broker's Price Opinion Appraisal=Appraisal Name of vendor or management company that
source provided the delinquency valuation amount.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value DATE(MM/DD/YYYY) Date that the delinquency valuation amount
date 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 foreclosure Servicer defined indicator that identifies
that the loan is involved in foreclosure
proceedings.
------------------------------------------------------------------------------------------------------------------------------------
Corporate expense NUMBER(10,2) Total of all cumulative expenses advanced by
balance 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.
------------------------------------------------------------------------------------------------------------------------------------
E-2-2
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure DATE(MM/DD/YYYY) Actual date that the loan was referred to
attorney referral local counsel to begin foreclosure
date proceedings.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure NUMBER(15,2) Value obtained during the foreclosure
valuation amount process. Usually as a result of a BPO and
typically used to calculate the bid.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure DATE(MM/DD/YYYY) Date that foreclosure valuation amount was
valuation date completed by vendor or property management
company.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure VARCHAR2(80) BPO=Broker's Price Opinion Appraisal=Appraisal Name of vendor or management company that
valuation source provided the foreclosure valuation amount.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011A DATE(MM/DD/YYYY) Actual date that the FHA 27011A claim was
transmitted date submitted to HUD.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011 B DATE(MM/DD/YYYY) Actual date that the FHA 27011B claim was
transmitted date submitted to HUD.
------------------------------------------------------------------------------------------------------------------------------------
VA LGC/FHA Case VARCHAR2(15) Number that is assigned individually to the
number 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
received date HUD as a result of transmitting the 27011A
claim.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure DATE(MM/DD/YYYY) Actual date that the foreclosure sale was
actual sale date held.
------------------------------------------------------------------------------------------------------------------------------------
Servicer loan VARCHAR2(15) Individual number that uniquely identifies
number 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 Interest Loan insured, conventional uninsured, SBA, etc.)
9=Farm Loan U=Unknown
S=Sub prime
------------------------------------------------------------------------------------------------------------------------------------
Loss mit approval DATE(MM/DD/YYYY) The date determined that the servicer and
date mortgagor agree to pursue a defined loss
mitigation alternative.
------------------------------------------------------------------------------------------------------------------------------------
E-2-3
------------------------------------------------------------------------------------------------------------------------------------
Loss mit flag VARCHAR2(2) Y=Active loss mitigation N=No active loss mitigation Servicer defined indicator that identifies
that the loan is involved in completing a
loss mitigation alternative.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit removal DATE(MM/DD/YYYY) The date that the mortgagor is denied loss
date 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-performing sale CH=Charge off identified on the loss mit approval date.
DI=Deed in lieu FB=Forbearance plan
MO=Modification PC=Partial claim
SH=Short sale VA=VA refunding
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value NUMBER(10,2) Value obtained typically from a BPO prior to
foreclosure sale intended to aid in the
completion of loss mitigation activity.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value DATE(MM/DD/YYYY) Name of vendor or management company that
date provided the loss mitigation valuation
amount.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value VARCHAR2(15) BPO=Broker's Price Opinion Appraisal=Appraisal Date that the loss mitigation valuation
source amount was completed by vendor or property
management company.
------------------------------------------------------------------------------------------------------------------------------------
MI certificate VARCHAR2(15) A number that is assigned individually to
number 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(MM/DD/YYYY) The date that the most recent occupancy
date/Occupancy status was determined. Typically the date
status date of the most recent property inspection.
------------------------------------------------------------------------------------------------------------------------------------
Original loan NUMBER(10,2) Amount of the contractual obligations (ie:
amount note and mortgage/deed of trust).
------------------------------------------------------------------------------------------------------------------------------------
E-2-4
------------------------------------------------------------------------------------------------------------------------------------
Original value NUMBER(10,2) Appraised value of property as of
amount 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.
------------------------------------------------------------------------------------------------------------------------------------
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(MM/DD/YYYY) The post petition due date of a loan
date involved in a chapter 13 bankruptcy.
------------------------------------------------------------------------------------------------------------------------------------
Property VARCHAR2(2) 1=Excellent 2=Good Physical condition of the property as most
condition 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 housing 24=2-4 family
CT=Condotel MU=Mixed use
------------------------------------------------------------------------------------------------------------------------------------
Reason for VARCHAR2(3) 001=Death of principal mtgr 02=Illness of principal mtgr Cause of delinquency as identified by
default 003=Illness of mtgr's family member mortgagor.
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 NUMBER(10,2) The projected value of the property that is
value adjusted from the "as is" value assuming
necessary repairs have been made to the
property as determined by the
vendor/property management company.
------------------------------------------------------------------------------------------------------------------------------------
E-2-5
------------------------------------------------------------------------------------------------------------------------------------
REO list price NUMBER(15,2) The most recent listing/pricing amount as
adjustment amount updated by the servicer for REO properties.
------------------------------------------------------------------------------------------------------------------------------------
REO list price DATE(MM/DD/YYYY) The most recent date that the servicer
adjustment 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 DATE(MM/DD/YYYY) The actual date that the sale of the REO
closing date 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 DATE(MM/DD/YYYY) The initial/first date that the property was
list date listed with an agent as an REO.
------------------------------------------------------------------------------------------------------------------------------------
REO original NUMBER(15,2) The initial/first price that was used to
list price list the property with an agent as an REO.
------------------------------------------------------------------------------------------------------------------------------------
REO net sales NUMBER(10,2) The actual REO sales price less closing
proceeds 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 DATE(MM/DD/YYYY) The date that the sale of the REO property
close date 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 Appraisal=Appraisal Name of vendor or management company that
provided the REO value (as is).
------------------------------------------------------------------------------------------------------------------------------------
Repay first due DATE(MM/DD/YYYY) The due date of the first scheduled payment
date due under a forbearance or repayment plan
agreed to by both the mortgagor and
servicer.
------------------------------------------------------------------------------------------------------------------------------------
Repay next due DATE(MM/DD/YYYY) The due date of the next outstanding payment
date 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/ servicer considers that the plan is no
reinstated/closed longer in effect as a result of plan
date completion or mortgagor's failure to remit
payments as scheduled.
------------------------------------------------------------------------------------------------------------------------------------
Repay plan DATE(MM/DD/YYYY) The date that both the mortgagor and
created date 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/ NUMBER(10,2) The positive or negative account balance
advance balance that is dedicated to payment of hazard
insurance, property taxes, MI, etc. (escrow
items only)
------------------------------------------------------------------------------------------------------------------------------------
Title approval DATE(MM/DD/YYYY) The actual date that the title approval was
letter received received as set forth in the HUD title
date approval letter.
------------------------------------------------------------------------------------------------------------------------------------
Title package DATE(MM/DD/YYYY) The actual date that the title package was
HUD/VA date submitted to either HUD or VA.
------------------------------------------------------------------------------------------------------------------------------------
VA claim funds DATE(MM/DD/YYYY) The actual date that funds were received by
received date the servicer from the VA for the expense
claim submitted by the servicer.
------------------------------------------------------------------------------------------------------------------------------------
VA claim DATE(MM/DD/YYYY) The actual date that the expense claim was
submitted date submitted by the servicer to the VA.
------------------------------------------------------------------------------------------------------------------------------------
VA first funds NUMBER(15,2) The amount of funds received by the servicer
received amount from VA as a result of the specified bid.
------------------------------------------------------------------------------------------------------------------------------------
VA first funds DATE(MM/DD/YYYY) The date that the funds from the specified
received date bid were received by the servicer from the
VA.
------------------------------------------------------------------------------------------------------------------------------------
VA XXX submitted DATE(MM/DD/YYYY) Actual date that the Notice of Election to
date Convey was submitted to the VA.
------------------------------------------------------------------------------------------------------------------------------------
Zip Code VARCHAR2(5) US postal zip code that corresponds to
property location.
------------------------------------------------------------------------------------------------------------------------------------
E-2-7
------------------------------------------------------------------------------------------------------------------------------------
FNMA Delinquency VARCHAR2(3) 09=Forbearance 17=Preforeclosure sale The code that is electronically reported to
status 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 indulgence 43=Foreclosure 67, 43 or 44)
44=Deed-in-lieu 49=Assignment 61=Second lien
62=VA no-bid 63=VA Refund considerations
65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 64=VA Buydown
67=Ch. 13 bankruptcy
------------------------------------------------------------------------------------------------------------------------------------
FNMA delinquency VARCHAR2(3) 001=Death of principal 002=Illness of principal mtgr The code that is electronically reported to
reason code mtgr 004=Death of mtgr's family member FNMA by the servicer that describes the
003=Illness of mtgr's family member 006=Curtailment of income circumstance that appears to be the primary
005=Marital difficulties 008=Abandonment of property contributing factor to the delinquency.
007=Excessive obligations 011=Property problem
009=Distant employee transfer 013=Inability to rent property
012=Inability to sell property 015=Other
014=Military service 017=Business failure
016=Unemployment 022=Energy-Environment costs
019=Casualty loss 026=Payment adjustment
023=Servicing problems 029=Transfer ownership pending
027=Payment dispute 031=Unable to contact borrower
030=Fraud
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 NUMBER(10,2) Money held in escrow by the mortgage company
balance 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
SEC CERTIFICATION
[Date]
[Sarbanes Certifying Party]
Re: Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2005-22
Reference is made to the Reconstituted Servicing Agreement
dated as of November 1, 2005 (the "Agreement"), by and between Xxxxxx Brothers
Holdings Inc. (the "LBH") and HSBC Mortgage Corporation (USA) (the "Servicer")
and acknowledged by Aurora Loan Services, Inc. (the "Master Servicer") and U.S.
Bank National Association, as Trustee (the "Trustee"). I, [identify the
certifying individual], a [title] of the Servicer, hereby certify to the
Sarbanes Certifying Party, and for the benefit of its officer or director
signing the certificate, and with the knowledge and intent that he or she will
rely upon this certification, that:
1. I have reviewed the information required to be delivered to the Master
Servicer pursuant to the Agreement (the "Servicing Information").
2. Based on my knowledge, the Servicing Information does not contain any
material untrue information or omit to state information necessary to make
the Servicing Information, in light of the circumstances under which such
information was provided, not misleading as of the date of this
certification;
3. Based on my knowledge, the Servicing Information has been provided to the
Master Servicer when and as required under the Agreement; and
4. I am responsible for reviewing the activities performed by the Servicer
under the Agreement, and based upon my knowledge and the review required
under the Agreement, and except as disclosed in writing to you on or prior
to the date of this certification either in the accountants' report
required under the Agreement or in disclosure a copy of which is attached
hereto, the Servicer has, for the period covered by the Form 10-K Annual
Report, fulfilled its obligations under this Agreement.
HSBC MORTGAGE CORPORATION (USA)
Name: _________________________
Title: _________________________
Date: _________________________
F-1
