EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
GREENPOINT MORTGAGE FUNDING, INC.
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as
of the 1st day of August 2005, by and between XXXXXX BROTHERS HOLDINGS, INC., a
Delaware corporation (the "Seller" or "Xxxxxx Holdings") and GREENPOINT MORTGAGE
FUNDING, INC., a New York corporation organized under the laws of the State of
New York ("GreenPoint" or the "Servicer"), and acknowledged by LASALLE BANK
NATIONAL ASSOCIATION, a national banking association (the "Indenture Trustee"),
recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB ("Xxxxxx Bank"), acquired certain
revolving home equity line of credit mortgage loans from the Servicer, which
mortgage loans were either originated or acquired by the Servicer.
WHEREAS, certain of these mortgage loans are currently being serviced by
the Servicer pursuant to a Flow Purchase, Sale and Servicing Agreement dated as
of February 3, 2004, between Xxxxxx Bank, as the Purchaser, and the Servicer, as
the seller and the servicer (for Home Equity Line of Credit (HELOC) Revolving
Credit Loans, Group No. 2005-HE3), as amended (hereinafter, the "PSSA") and
annexed hereto as Exhibit B.
WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of
August 1, 2005 (the "Assignment and Assumption Agreement") and annexed hereto as
Exhibit C, Xxxxxx Bank has assigned all of its rights, title and interest in
certain of the mortgage loans as identified on Exhibit E hereto (the "Mortgage
Loans") as well as all of its rights and obligations as purchaser under the PSSA
to Xxxxxx Holdings and Xxxxxx Holdings has accepted such assignment.
WHEREAS, Xxxxxx Holdings has conveyed the Mortgage Loans to Xxxxxx ABS
Corporation, a Delaware special purpose corporation (the "Depositor") pursuant
to a Mortgage Loan Sale and Assignment Agreement dated as of August 1, 2005 (the
"Mortgage Loan Sale and Assignment Agreement"), and the Depositor in turn has
conveyed the Mortgage Loans to the Green Point Mortgage Funding Trust 2005-HE3,
(the "Issuer"), pursuant to a Transfer and Servicing Agreement dated as of
August 1, 2005 (the "Transfer and Servicing Agreement"), among the Indenture
Trustee, the Issuer, GreenPoint, as master servicer (in such capacity, together
with any successor Master Servicer appointed pursuant to the provisions of the
Transfer and Servicing Agreement, the "Master Servicer") and the Depositor.
WHEREAS, Xxxxxx Holdings desires that the Servicer continue to service the
Mortgage Loans, and the Servicer has agreed to do so, subject to the rights of
Xxxxxx Holdings and the Master Servicer acting at the direction of the Insurer
(as defined in the Transfer and Servicing
Agreement) to terminate the rights and obligations of the Servicer hereunder as
set forth herein and to the other conditions set forth herein.
WHEREAS, Xxxxxx Holdings and the Servicer agree that the provisions of the
PSSA shall apply to the Mortgage Loans, but only to the extent provided herein
and that this Agreement shall govern the Mortgage Loans for so long as such
Mortgage Loans remain subject to the provisions of the Transfer and Servicing
Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Mortgage Loans
on behalf of the Indenture Trustee, and shall have the right, under certain
circumstances, to terminate the rights and obligations of the Servicer under
this Agreement in accordance with the instructions of the Insurer.
WHEREAS, Xxxxxx Holdings and the Servicer intend that each of the Master
Servicer, the Insurer and the Indenture 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, Xxxxxx Holdings 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 PSSA incorporated by
reference herein (regardless if such terms are defined in the PSSA), shall have
the meanings ascribed to such terms in the Transfer and Servicing Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank National
Association will act as custodian of the Serviced Mortgage Files for the
Indenture Trustee pursuant to a Custodial Agreement dated as of August 1, 2005,
between U.S. Bank National Association, in its capacity as custodian thereunder
and the Indenture Trustee.
3. Servicing. The Servicer agrees, with respect to the Mortgage Loans, to
perform and observe the duties, responsibilities and obligations that are to be
performed and observed under the provisions of the PSSA, except as otherwise
provided herein and on Exhibit A hereto, and that the provisions of the PSSA, as
so modified, are and shall be a part of this Agreement to the same extent as if
set forth herein in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation of
Section 5.05 and Section 6.01 of the PSSA, the remittance on September 15, 2005
to the Master Servicer, for the benefit of the Trust, is to include principal
due after August 1, 2005 (the "Trust Cut-off Date") plus interest, at the
Mortgage Loan Remittance Rate collected during the related Due Period, exclusive
of any portion thereof allocable to a period prior to the Trust Cut-off Date,
with the adjustments specified in Section 6.01 of the PSSA.
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5. Master Servicing; Termination of Servicer. The Servicer, including any
successor servicer hereunder, shall be subject to the supervision of the Master
Servicer. The Master Servicer shall be obligated to ensure that the Servicer
services the Mortgage Loans in accordance with the provisions of this Agreement.
The Master Servicer, acting on behalf of the Indenture Trustee, the Issuer and
the Insurer, shall have the same rights as Xxxxxx Bank under the PSSA to enforce
the obligations of the Servicer under the PSSA and the term "Purchaser" as used
in the PSSA in connection with any rights of the Purchaser shall refer to the
Issuer or, as the context requires, the Master Servicer acting in its capacity
as agent for the Issuer, except as otherwise specified in Exhibit A hereto. The
Master Servicer acting at the direction of the Insurer 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 Article X
of the PSSA. Notwithstanding anything herein to the contrary, in no event shall
the Master Servicer assume any of obligations of Xxxxxx Bank under the PSSA 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 Transfer and Servicing Agreement.
6. No Representations. Except as explicitly set forth herein, neither the
Servicer nor the Master Servicer shall be obligated or required to make any
additional representations and warranties regarding the characteristics of the
Mortgage Loans in connection with the transactions contemplated by the Transfer
and Servicing Agreement and issuance of the Notes issued pursuant thereto.
7. Account Certifications. Within thirty (30) days of the Closing Date, the
Servicer shall provide the Master Servicer with executed copies of all
certifications or letter agreements previously provided pursuant to Sections
5.04 and 5.06 of the PSSA.
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 Indenture 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:
GreenPoint Mortgage Funding, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxx
Telephone:
Facsimile:
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All remittances required to be made to the Master Servicer under this
Agreement shall be made on an actual/actual basis to the following wire account:
[Account Bank]
ABA#:
Account Name: GreenPoint Mortgage Funding, Inc.,
Master Servicing Payment Clearing Account
Account Number:
Beneficiary: GreenPoint Mortgage Funding, Inc.
For further credit to: GreenPoint Mortgage Funding Trust 2005-HE3
All notices required to be delivered to the Indenture Trustee hereunder
shall be delivered to the Indenture Trustee at the following address:
LaSalle Bank National Association
000 X. XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust - GreenPoint 2005-HE3
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to Xxxxxx Holdings hereunder shall be
delivered to Xxxxxx Holdings at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Contract Finance - Xxxxxx Xxxxxx
Telephone No.: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the PSSA.
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.
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC., as Seller
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
GREENPOINT MORTGAGE FUNDING, INC.,
as Servicer and as Master Servicer
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
Acknowledged:
LASALLE BANK NATIONAL
ASSOCIATION, as Indenture Trustee
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
EXHIBIT A
Modifications to the PSSA
1. Unless otherwise specified herein, any provisions of the PSSA, including
definitions, relating to (i) representations and warranties of the
Purchaser, (ii) Mortgage Loan repurchase obligations, (iii) Agency Whole
Loan and Pass-Through Transfers and Reconstitution, and (iv) Assignments of
Mortgage, shall be disregarded for purposes relating to this Agreement. The
exhibits to the PSSA and all references to such exhibits shall also be
disregarded.
2. The definition of "Collection Account" in Article I is hereby amended in
its entirety to read as follows:
"Collection Account" means the separate trust account or accounts
established and maintained pursuant to Section 5.04 which shall be
entitled "GreenPoint Mortgage Funding, Inc., in trust for the Green
Point Mortgage Funding Trust 2005-HE3"
3. The definition of "Covered Loan" is hereby added to Article I to
immediately follow the definition of "Condemnation Proceeds":
"Covered Loan": A Revolving Credit Loan categorized as "Covered"
pursuant to the Standard & Poor's Glossary for File Format for
LEVELS(R) Version 5.6, Appendix E, as revised from time to time and in
effect on each related Closing Date.
4. The definition of "Custodial Agreement" in Article I is hereby amended in
its entirety to read as follows:
"Custodial Agreement" means the Custodial Agreement dated August 1,
2005, among U.S. Bank National Association, as custodian, and the
Indenture Trustee.
5. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
"Custodian": means U.S. Bank National Association, or its successor.
6. The definition of "GNMA" is hereby added to Article I to immediately follow
the definition of "Xxxxxxx Mac":
"GNMA": The Government National Mortgage Association, or any successor
thereto.
7. The definition of "High Cost Loan" is hereby added to Article I to
immediately follow the definition of "Hazardous Material":
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"High Cost Loan": A Revolving Credit Loan classified as (a) a "high
cost" loan under the Home Ownership and Equity Protection Act of 1994,
(b) a "high cost home," "threshold," "covered," (excluding New Jersey
"Covered Home Loans" as that term is defined in clause (1) of the
definition of that term in the New Jersey Home Ownership Security Act
of 2002), "high risk home," "predatory" or similar loan under any
other applicable state, federal or local law (or a similarly
classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and/or
fees) or (c) a Revolving Credit Loan categorized as High Cost pursuant
to Appendix E of Standard & Poor's Glossary. For avoidance of doubt,
the parties agree that this definition shall apply to any law
regardless of whether such law is presently, or in the future becomes,
the subject of judicial review or litigation.
8. The definition of "Permitted Investments" in Article I is hereby amended in
its entirety to read as follows:
"Permitted Investments": Any one or more of the obligations and
securities listed below which investment provides for a date of
maturity not later than the Business Day preceding the Remittance 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 Indenture Trustee or any agent of the Indenture
Trustee, acting in its respective commercial capacity) incorporated or
organized under the laws of the United States of America or any state
thereof and subject to supervision and examination by federal or state
banking authorities, so long as at the time of investment or the
contractual commitment providing for such investment the commercial
paper or other short-term debt obligations of such depository
institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a
holding company, the commercial paper or other short-term debt or
deposit obligations of such holding company or deposit institution, as
the case may be) have been rated by each Rating Agency in its highest
short-term rating category or one of its two highest long-term rating
categories;
(iii) repurchase agreements collateralized by Direct Obligations
or securities guaranteed by GNMA, Xxxxxx Xxx or Xxxxxxx Mac with any
registered broker/dealer subject to Securities Investors' Protection
Corporation jurisdiction or any commercial bank insured by the FDIC,
if such broker/dealer or bank has an
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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
Estate to exceed 20% of the sum of the aggregate principal balance of
the Revolving Credit 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 Notes without taking into account
the Policy (as defined in the Transfer and Servicing Agreement). Such
investments in this subsection (viii) may include money market mutual
funds or common trust funds, including any fund for which the
Indenture 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
Indenture Trustee, the Master Servicer or an affiliate thereof charges
and collects fees and expenses from such funds for services rendered,
(y) the Indenture 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
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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.
9. The definition of "Qualified Depository" is hereby added to Article I to
immediately follow the definition of "Purchaser's Account" 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 or
comparable rating with other recognized rating agencies if the
deposits are to be held in the account for less than 30 days, or whose
long-term unsecured debt obligations are rated at least "AA-" by
Standard & Poor's if the deposits are to be held in the account for
more than 30 days, or (ii) the corporate trust department of a federal
or state-chartered depository institution subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the Code
of Federal Regulations Section 9.10(b), which, in either case, has
corporate trust powers, acting in its fiduciary capacity, or (iii)
Xxxxxx Brothers Bank, FSB, a federal savings bank.
10. The definition of "Qualified GIC" is hereby added to Article I to
immediately follow the definition of "Qualified Depository", to read as
follows:
"Qualified GIC": A guaranteed investment contract or surety bond
providing for the investment of funds in the Collection 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 Indenture Trustee;
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(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 Collection Account, as the case
may be, not later than the Business Day prior to any Determination
Date.
11. The definition of "Rating Agency" is hereby amended and restated in its
entirety to read as follows:
"Rating Agency": Xxxxx'x Investors Service, Inc. or Standard & Poor's
Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., or
any successor of the foregoing.
12. The definition of "Remittance Date" is hereby amended and restated in its
entirety to read as follows:
"Remittance Date": The 12th day of each calendar month, commencing on
the 12th day of the month following the Purchase Date, or, if such
12th day is not a Business Day, then the next Business Day immediately
preceding such 12th day.
13. The definition of "Revolving Credit Loan" in Article I is hereby amended in
its entirety to read as follows:
"Revolving Credit Loan": An individual servicing retained Revolving
Credit Loan which has been purchased from the Servicer by Xxxxxx
Brothers Bank, FSB, and is subject to this Agreement, being identified
on the Revolving Credit Loan Schedule to this Agreement, which
Revolving Credit Loan includes without limitation the Revolving Credit
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 Revolving Credit
Loan.
14. The definition of "Revolving Credit Loan Schedule" in Article I is hereby
amended in its entirety to read as follows:
"Revolving Credit Loan Schedule": The schedule of Revolving Credit
Loans setting forth certain information with respect to the Revolving
Credit Loans purchased from the Servicer by Xxxxxx Brothers Bank, FSB,
pursuant to the PSSA, which Revolving Credit Loan Schedule is attached
as Exhibit E to this Agreement.
15. A new definition of "Sarbanes Certifying Party" is added to Article I to
immediately follow the definition of "SAIF" to read as follows:
"Sarbanes Certifying Party" means a Person who provides a
certification required under the Xxxxxxxx-Xxxxx Act of 2002 on behalf
of the Issuer.
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16. A new definition of "Standard & Poor's Glossary" is added to Article I to
immediately follow the definition of "Specially Serviced Revolving Credit
Loan" to read as follows:
"Standard & Poor's Glossary": The Standard & Poor's LEVELS Glossary,
as may be in effect from time to time.
17. A new definition of "Transfer and Servicing Agreement" is added to Article
I to immediately follow the definition of "Stated Principal Balance" to
read as follows:
Transfer and Servicing Agreement: The Transfer and Servicing Agreement
dated as of August 1, 2005, among GreenPoint Mortgage Funding Trust
2005-HE3, Xxxxxx ABS Corporation, as depositor, GreenPoint Mortgage
Funding, Inc., as master servicer, and LaSalle Bank National
Association, as indenture trustee, as such may be amended or
supplemented from time to time.
18. The parties acknowledge that Section 2.02 (Delivery of Documents;
Possession of Mortgage Files) shall be superseded by the provisions of the
Custodial Agreement.
19. Section 3.02 (Representations and Warranties of the Seller) is hereby
amended by adding the following clause immediately following clause (sss)
thereof:
(ttt) Predatory Lending: No Revolving Credit Loan is a High Cost
Loan or Covered Loan, as applicable.
(uuu) Massachusetts Loans: No Revolving Credit Loan is a
"High-Cost Home Mortgage Loans" as defined in the Massachusetts
Predatory Home Loan Practices Act, which became effective November 7,
2004.
(vvv) Indiana Loans: No Revolving Credit Loan is a "High Cost
Home Loans" as defined in the Indiana Home Loan Practices Act, which
became effective January 1, 2005.
20. Section 3.04 (Repurchase and Substitution) is hereby amended in its
entirety to read as follows:
It is understood and agreed that the representations and
warranties set forth in Section 3.01 (a) through (j), (l), (m) (n),
(o), (p), (q) and (s), Section 3.02 and Section 3.03 shall survive the
ultimate sale of the Revolving Credit Loans to the Issuer and the
subsequent pledge of the Revolving Credit Loans to the Indenture
Trustee on behalf of the Noteholders and the Insurer and shall inure
to the benefit of the Indenture Trustee, the Issuer, the Insurer and
the Master Servicer. Upon discovery by either the Servicer, the Master
Servicer, the Insurer or the Indenture 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 Revolving Credit Loans, the
Mortgaged Property or the priority of the security interest on such
Mortgaged Property or the
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interest of the Indenture Trustee or the Issuer, 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 Section 3.01 or Section 3.02 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 Loans) to a successor
Servicer in accordance with Section 3.01.
Upon discovery by the Seller, the Servicer, the Purchaser, the
Master Servicer, the Insurer or the Indenture Trustee of a breach of
any of the representations and warranties contained in Sections 3.02
and 3.03 that materially and adversely affects the value of the
Revolving Credit Loans or the interest of the Purchaser, the Issuer,
the Insurer, the Indenture Trustee or the Noteholders (as defined in
the Indenture) (or that materially and adversely affects the value of
the Revolving Credit Loan or the interests of the Purchaser, the
Issuer, the Insurer, the Indenture Trustee and the Noteholders in the
related Revolving Credit Loan, in the case of a representation or
warranty relating to a particular Revolving Credit Loan), the party
discovering such breach shall give prompt written notice to the
others.
The Seller shall have a period of 60 days from the earlier of
either discovery by or receipt of written notice to the Seller from
the Purchaser, the Issuer, the Indenture Trustee or the Insurer of any
breach of any of the representations and warranties contained in
Sections 3.02 or 3.03 that materially and adversely affects the value
of the Revolving Credit Loan or interest of the Purchaser, the Issuer,
the Insurer, the Indenture Trustee or the Noteholders (or that
materially and adversely affects the interests of the Purchaser, the
Issuer, the Insurer, the Indenture Trustee or the Noteholders in the
related Revolving Credit Loan, in the case of a representation or
warranty relating to a particular Revolving Credit Loan) within which
to correct or cure such breach.
Seller hereby covenants and agrees with respect to each Revolving
Credit Loan conveyed by it that, if any breach relating thereto cannot
be corrected or cured within the applicable cure period or such
additional time, if any, as is granted by the Indenture Trustee, then
Seller shall, at the direction of the Purchaser, the Issuer, the
Indenture Trustee or the Insurer, repurchase the Defective Revolving
Credit Loan at the applicable Repurchase Price. Within 10 Business
Days following the delivery of any such written notice, the Seller
shall repurchase the specified Revolving Credit Loan by paying the
Repurchase Price therefor by wire transfer of immediately available
funds directly to the Indenture Trustee for deposit to the Collection
Account.
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It is understood and agreed that the obligations of Seller and
Servicer (a) set forth in Section 3.04 to cure any breach of Seller's
representations and warranties contained in Sections 3.01, 3.02 and
3.03 or to repurchase the Defective Revolving Credit Loan(s) and (b)
set forth in Section 9.01 to indemnify the Purchaser, the Issuer, the
Insurer, the Indenture Trustee and the Noteholders in connection with
any breach of Seller's or Servicer's representations and warranties
contained in Sections 3.01, 3.02 and 3.03 shall constitute the sole
remedies of the Purchaser, the Issuer, the Indenture Trustee, the
Insurer and the Noteholders respecting a breach of the representations
and warranties.
In addition, the Servicer shall indemnify (from its own funds)
the Indenture Trustee, the Issuer, the Insurer 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 Section 3.04 constitute the sole remedies
of the Master Servicer, the Issuer, the Insurer and the Indenture
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
Section 3.01 shall accrue upon (i) discovery of such breach by the
Servicer or notice thereof by the Indenture Trustee, the Insurer 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 Indenture Trustee, the Insurer or the Master
Servicer for compliance with this Agreement.
21. Section 5.01(c) is amended and restated as follows:
(c) The Servicer shall, in accordance with the customary and
usual standards of practice of prudent mortgage servicers of variable
rate open-end home equity mortgage loans, approve and make
disbursements of principal in connection with Mortgagor drafts upon
the Credit Line approved in connection with each Revolving Credit Loan
(i.e., a Credit Line Advance). The Servicer shall provide to the
Mortgagors all checks, drafts or other documentation necessary for
such Mortgagors to obtain a Credit Line Advance. During the Managed
Amortization Period and on a daily basis with respect to each Credit
Line Advance disbursed by the Servicer and reported to the Master
Servicer, the Servicer shall be entitled to reimbursement, from
Principal Collections in respect of the Mortgage Loans serviced by the
Servicer on deposit in the Collection Account, in an amount equal to
the principal amount of each unreimbursed Credit Line Advance
disbursed by the Servicer with respect to a Revolving Credit Loan. In
the event that there are insufficient Principal Collections on deposit
in the Collection Account available to reimburse the Servicer as
provided in the preceding sentence (such shortfall, an "Additional
Balance Advance Amount"), the Servicer shall deliver to the Master
Servicer a request for reimbursement of the amount of such Additional
Balance Advance Amount three Business Days
A-8
prior to the Remittance Date. The Master Servicer shall deliver such
request to the Holder of the Class L Certificate at least two Business
Days prior to the Remittance Date and request the Holder of the Class
L Certificate to make an advance in the amount specified therein to
the Issuer by depositing such amount in the Reserve Account. The
Servicer shall be reimbursed for such Additional Balance Advance
Amounts from the Reserve Account on the Payment Date next succeeding
the applicable Remittance Date. During the Rapid Amortization Period,
with respect to each Credit Line Advance disbursed by the Servicer and
reported to the Master Servicer, the Holder of the Class L Certificate
shall purchase such Credit Line Advance by depositing the amount of
such Credit Line Advance into the Reserve Account and the Issuer shall
remit an amount equal to the principal amount of each such Credit Line
Advance to the Servicer using funds in the Reserve Account, in each
case, in accordance with Section 2.01(b) of the Transfer and Servicing
Agreement.
22. Section 5.01 (Servicer to Act as Servicer; Additional Documents; Consent of
the Purchaser) is hereby amended by deleting the first sentence of Section
5.01(d)(iii) and replacing it with the following:
The Servicer shall, in servicing the Revolving Credit Loans,
follow and comply with the servicing guidelines established by FNMA,
and the Servicer may waive, modify or vary any term of any Revolving
Credit Loan or consent to the postponement of strict compliance with
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 in the best interests of
the Insurer and the Noteholders (as evidenced in part by an Opinion of
Counsel, which opinion shall not be an expense of the Issuer, the
Indenture Trustee, the Seller or the Insurer, addressed to the
Indenture Trustee, the Issuer, the Insurer and the Seller, to the
effect that any such waiver, modification or variance will not (i)
result in the imposition of the tax on "prohibited transactions" on
the Issuer or contributions after the "start-up day" (as defined in
the Trust Agreement) or (ii) cause any REMIC created under the Trust
Agreement to fail to qualify as a REMIC at any time that any of the
Notes or the Class B Certificates are outstanding) and is consistent
with the terms of this Agreement; provided, however, that if the
Mortgagor is in default with respect to the Revolving Credit Loan or
such default is, in the judgment of the Servicer, imminent, the
Servicer may permit any modification with respect to any Revolving
Credit Loan that would change the Mortgage Interest Rate, defer or
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 Revolving Credit
Loan. Promptly after the execution of any assumption, modification,
consolidation or extension of any Revolving Credit Loan, the servicer
shall forward to the Master Servicer copies any documents evidencing
such assumption, modification, consolidation or extension.
A-9
23. Section 5.05(c) is amended and restated as follows:
(c) during the Managed Amortization Period, to reimburse itself for
the amount of any Credit Line Advances made by the Servicer in
accordance with Section 5.01(c) hereof, provided, however, that during
the Rapid Amortization Period, notwithstanding anything to the
contrary in this Agreement, in no event shall the Servicer reimburse
itself for the amount of any Credit Line Advances made by the Servicer
in accordance with Section 5.01(c).
24. Section 5.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "[Servicer], in trust for the Purchaser of
Residential Fixed and Adjustable Rate Revolving Credit Loans, Group No.
2004-1, and various Mortgagors" in the first sentence of the first
paragraph and replacing it with the following words:
"GreenPoint Mortgage Funding, Inc., in trust for the Green Point
Mortgage Funding Trust 2005-HE3".
25. Section 5.12 (Management of REO Properties) is hereby amended and restated
as follows:
(a) If title to any Mortgaged Property is acquired in foreclosure
or by deed in lieu of foreclosure (each, an "REO Property"), 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 Issuer
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 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 and
has notified the Master Servicer of such extension being granted by
providing a copy of the application and the grant of such extension to
the Master Servicer. If the Servicer has received such an extension,
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 Issuer 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 as acceptable to the Master Servicer 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 Issuer shall (i) sign any document prepared or
delivered to it by the Servicer or (ii) take any other action, in the
case of each of (i) and (ii) reasonably
A-10
requested by the Servicer, which would enable the Servicer, on behalf
of the Trust, to request such grant of extension.
(b) Notwithstanding any other provisions of this Agreement, no
REO Property acquired by the Issuer shall be rented (or allowed to
continue to be rented) or otherwise used by or on behalf of the Issuer
in such a manner or pursuant to any terms that would: (i) cause such
REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code; or (ii) subject any 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 Issuer with respect to the
imposition of any such taxes.
(c) 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) 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.
26. Section 6.01 (Remittances) is hereby amended by adding the following after
subsection (e) of such Section:
All remittances required to be made to the Master Servicer shall
be made to the following wire account or to such other account as may
be specified by the Master Servicer from time to time:
[Account Information]
27. Section 6.02 (Reporting) is hereby amended and restated as follows:
Statements to the Master Servicer. Not later than the fifth (5th)
Business Day of each month, the Servicer shall furnish to the Master
Servicer (i) a monthly remittance advice in the format set forth in
Exhibit A2 of this Agreement and a monthly defaulted loan report in
the format set forth in Exhibit A1 of this Agreement (or in such other
format mutually agreed to between the Servicer and the Master
Servicer) relating to the period ending on the last day of the
preceding calendar month and (ii) all such information required
pursuant to clause (i) above on a magnetic tape or other similar media
reasonably acceptable to the Master Servicer. The format of this
monthly reporting may be amended from time to time to the extent
necessary to comply with applicable law or the terms of the Transfer
and Servicing Agreement.
28. Section 7.04 (Annual Statement as to Compliance) is hereby amended by (a)
adding (a) prior to the first paragraph of such Section and (b) by adding
the following paragraph after the first paragraph of such Section:
A-11
(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 Issuer, not later than no later than February 28th of each year
(or if 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 Issuer and the Sarbanes
Certifying Party and its officers, directors and affiliates, in the
form of Exhibit F hereto.
29. Section 9.01 (Indemnification; Third Party Claims) is hereby amended and
restated in its entirety to read as follows:
Section 9.01 Additional Indemnification by the Seller.
The Servicer shall indemnify Xxxxxx Brothers Holdings Inc., the
Trust Estate, the Issuer, the Insurer, the Indenture Trustee, the
Depositor 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 Revolving Credit Loans in strict
compliance with the terms of this Agreement (including, but not
limited to its obligation to provide the certification pursuant to
Section 7.04(b) hereunder) or for any inaccurate or misleading
information provided in the certification required pursuant to Section
7.04(b). The Servicer immediately shall notify Xxxxxx Brothers
Holdings Inc., the Master Servicer, the Issuer, the Insurer and the
Indenture Trustee or any other relevant party if a claim is made by a
third party with respect to this Agreement or the Revolving Credit
Loans, assume (with the prior written consent of the indemnified
party, which consent shall not be unreasonably withheld or delayed)
the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or any
of such parties in respect of such claim. The Servicer shall follow
any written instructions received from the Indenture Trustee (acting
at the direction of the Insurer) in connection with such claim. The
Servicer shall provide the Indenture Trustee with a written report of
all expenses and advances incurred by the Servicer pursuant to this
Section 9.01, and the Indenture Trustee from the assets of the Trust
Estate promptly shall reimburse the Servicer for all amounts advanced
by it pursuant to the preceding sentence except when the claim in any
way relates to the failure of the Servicer to service and administer
the Revolving Credit Loans in strict compliance with the terms of this
Agreement or the gross negligence, bad faith or willful misconduct of
this Servicer.
30. Section 10.01 (Events of Default) is hereby amended by changing any
reference to "Purchaser" to "Master Servicer".
A-12
31. Paragraph (c) of Section 10.01 (Events of Default) is hereby amended and
restated in its entirety to read as follows:
(c) failure by the Servicer duly to observe or perform in any
material respect any other of the covenants or agreements on the part
of the Servicer set forth in this Agreement or, if the Servicer is
also acting as Master Servicer, any covenants or agreements on the
part of the Master Servicer set forth in the Transfer and Servicing
Agreement, which continues unremedied for a period of 30 days after
the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Servicer by the
Purchaser; or
32. Section 10.01 (Events of Default) is hereby further amended by adding the
following subsections after subsection (l) of Section 10.01:
(m) With respect to the Revolving Credit Loans serviced by the
Servicer, the Six Month Rolling Delinquency Rate (as defined in
the Transfer and Servicing Agreement) for such Payment Date
exceeds 4.50%; or
(n) Cumulative Liquidation Loss Amounts with respect to the Revolving
Credit Loans serviced by the Servicer as a percentage of the
aggregate Principal Balance of the Revolving Credit Loans
serviced by the Servicer as of the Cut-off Date exceeds the
cumulative loss percentage specified in the table below (where
month 1 is the first Collection Period as defined in the Transfer
and Servicing Agreement):
---------------------------------------------------
CUMULATIVE LOSS PERCENTAGE
---------------------------------------------------
Months Cumulative Loss
---------------------------------------------------
1-12............................. 1.55%
---------------------------------------------------
13-24............................ 2.80%
---------------------------------------------------
25-36............................ 4.10%
---------------------------------------------------
37-48............................ 5.10%
---------------------------------------------------
49 and over...................... 6.10%
---------------------------------------------------
33. The parties hereto acknowledge that the remedies set forth in Section 10.01
may be exercised by either the Master Servicer or the Indenture Trustee on
behalf of the Issuer, in each case, acting at the direction of the Insurer
so long as no Insurer Default has occurred and is continuing.
34. Section 11.01(c) (Termination) is herby amended by restating subclause (ii)
thereof to read as below and adding the following sentence after the first
sentence of Section 11.01:
(ii) mutual consent of the Servicer and the Master Servicer in
writing, provided such termination is also acceptable to the Insurer,
the Indenture Trustee and the Rating Agencies.
A-13
At the time of any termination of the Servicer pursuant to
Section 11.01, the Servicer shall be entitled to all accrued and
unpaid Servicing Fees and unreimbursed Servicing Advances; provided,
however, in the event of a termination for cause under Section 10.01
hereof, such unreimbursed amounts shall not be reimbursed to the
Servicer until such amounts are received by the Trust Estate from the
related Revolving Credit Loans.
35. Section 13.07 (Amendment) is hereby amended by replacing the words "by a
written instrument signed by authorized representatives of the parties"
with "by written agreement signed by the Seller and the Purchaser" with "by
written agreement by the Servicer and Xxxxxx Brothers Holdings Inc., with
the written consent of the Master Servicer, the Insurer and, the Indenture
Trustee."
36. Section 13.01 (Successor to Servicer) is hereby amended in its entirety to
read as follows:
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to Sections
9.04, 10.01 or 11.01, the Master Servicer shall, in accordance with
the provisions of the Transfer and Servicing Agreement (i) succeed to
and assume all of the Servicer's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor
acceptable to the Insurer and 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 Issuer shall be subject to the approval of the
Insurer, so long as no Insurer Default has occurred or is continuing,
and if an Insurer Default has occurred or is continuing, the Master
Servicer (if the Master Servicer is not GreenPoint), Xxxxxx Brothers
Holdings Inc., the Indenture Trustee and each Rating Agency (as such
term is defined in the Transfer and Servicing Agreement). Unless the
successor servicer is at that time a servicer of other mortgage loans
for the Issuer, each Rating Agency must deliver to the Indenture
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 Notes without taking into account
the policy. In connection with such appointment and assumption, the
Master Servicer or Xxxxxx Brothers Holdings Inc., as applicable, may
make such arrangements for the compensation of such successor out of
payments on the Revolving Credit 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
A-14
aforementioned sections shall not become effective until a successor
shall be appointed pursuant to this Section 13.01 and shall in no
event relieve the Servicer of the representations and warranties made
pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to
the Issuer, the Indenture Trustee and the Insurer under Section 3.04
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, 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 Indenture
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 Revolving Credit
Loans.
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Indenture Trustee, the Insurer, the
Servicer and the Master Servicer an instrument (i) 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 Sections 9.04, 10.01 or
11.01 shall not affect any claims that the Master Servicer, the
Issuer, the Insurer or the Indenture Trustee may have against the
Servicer arising out of the Servicer's actions or failure to act prior
to any such termination or resignation.
The Servicer shall deliver within three (3) Business Days of the
appointment of a successor Servicer the funds in the Collection
Account and Escrow Account and all Revolving Credit Loan Documents 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 Indenture Trustee and Master Servicer of
such appointment in accordance with the notice procedures set forth
herein.
A-15
Except as otherwise provided in this Agreement, all reasonable
costs and expenses incurred in connection with any transfer of
servicing hereunder (whether as a result of termination or removal of
the Servicer or resignation of the Servicer or otherwise), including,
without limitation, the costs and expenses of the Master Servicer or
any other Person in appointing a successor servicer, or of the Master
Servicer in assuming the responsibilities of the 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.
37. Section 13.05 (Schedules and Exhibits) is hereby deleted in its entirety.
38. Section 13.13 (Successors and Assigns) is hereby deleted in its entirety
and replaced with the following:
Acknowledgement. The Servicer hereby acknowledges that the rights
of Xxxxxx Brothers Holdings Inc. under the PSSA, as amended by this
Agreement, will be assigned to the Depositor under the Mortgage Loan
Sale and Assignment Agreement, will be subsequently assigned by the
Depositor to the Issuer under the Transfer and Servicing Agreement and
will be further assigned by the Issuer to the Indenture Trustee under
the Indenture, and agrees that the Mortgage Loan Sale, Assignment and
Assumption Agreement, the Transfer and Servicing Agreement and the
Indenture will each be an assignment and assumption agreement or other
assignment document required pursuant to this Section 13.13 and will
constitute an assignment and assumption of the rights of Xxxxxx
Brothers Holdings Inc. under the PSSA to the Depositor, the Issuer and
the Indenture Trustee, as applicable.
39. Exhibit A1 of this Agreement is hereby added as the Standard Layout for
Defaulted Monthly Loan Report.
40. 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, the Insurer and the Indenture 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, the Insurer and the Indenture
Trustee as if they were parties to this Agreement, and the Master Servicer,
the Insurer and the Indenture 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, the Insurer
and the Indenture Trustee hereunder (other than the right to
indemnification) shall terminate upon termination of the Transfer and
Servicing Agreement and of the Trust Estate pursuant to the Trust
Agreement.
X-00
X-00
XXXXXXX X0
XXXXXXXX XXXXXX FOR DEFAULTED MONTHLY LOAN REPORT
A1-1
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
% of MI coverage NUMBER(6,5) The percent of coverage provided by
the PMI company in the event of loss
on a defaulted loan.
------------------------------------------------------------------------------------------------------------------------------------
Actual MI claim filed date DATE(MM/DD/YYYY) Actual date that the claim was
submitted to the PMI company.
------------------------------------------------------------------------------------------------------------------------------------
Actual bankruptcy start DATE(MM/DD/YYYY) Actual date that the bankruptcy
date petition is filed with the court.
------------------------------------------------------------------------------------------------------------------------------------
Actual MI claim amount NUMBER(15,2) The amount of the claim that was
filed filed by the servicer with the PMI
company.
------------------------------------------------------------------------------------------------------------------------------------
Actual discharge date DATE(MM/DD/YYYY) Actual date that the Discharge Order
is entered in the bankruptcy docket.
------------------------------------------------------------------------------------------------------------------------------------
Actual due date DATE(MM/DD/YYYY) Actual due date of the next
outstanding payment amount due from
the mortgagor.
------------------------------------------------------------------------------------------------------------------------------------
Actual eviction complete DATE(MM/DD/YYYY) Actual date that the eviction
date proceedings are completed by local
counsel.
------------------------------------------------------------------------------------------------------------------------------------
Actual eviction start DATE(MM/DD/YYYY) Actual date that the eviction
date proceedings are commenced by local
counsel.
------------------------------------------------------------------------------------------------------------------------------------
Actual first legal date DATE(MM/DD/YYYY) Actual date that foreclosure counsel
filed the first legal action as
defined by state statute.
------------------------------------------------------------------------------------------------------------------------------------
Actual redemption end DATE(MM/DD/YYYY) Actual date that the foreclosure
date redemption period expires.
------------------------------------------------------------------------------------------------------------------------------------
Bankruptcy chapter VARCHAR2(2) 7= Chapter 7 filed 11= Chapter 11 filed Chapter of bankruptcy filed.
12= Chapter 12 filed 13= Chapter 13 filed
------------------------------------------------------------------------------------------------------------------------------------
Bankruptcy flag VARCHAR2(2) Y=Active Bankruptcy N=No Active Bankruptcy Servicer defined indicator that
identifies that the property is an
asset in an active bankruptcy case.
------------------------------------------------------------------------------------------------------------------------------------
Bankruptcy Case Number VARCHAR2(15) The court assigned case number of the
bankruptcy filed by a party with
interest in the property.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A1-2
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
MI claim amount paid NUMBER(15,2) The amount paid to the servicer by
the PMI company as a result of
submitting an MI claim.
------------------------------------------------------------------------------------------------------------------------------------
MI claim funds received DATE(MM/DD/YYYY) Actual date that funds were received
date from the PMI company as a result of
transmitting an MI claim.
------------------------------------------------------------------------------------------------------------------------------------
Current loan amount NUMBER(10,2) Current unpaid principal balance of
the loan as of the date of reporting
to Aurora Master Servicing
------------------------------------------------------------------------------------------------------------------------------------
Date FC sale scheduled DATE(MM/DD/YYYY) Date that the foreclosure sale is
scheduled to be held.
------------------------------------------------------------------------------------------------------------------------------------
Date relief/dismissal DATE(MM/DD/YYYY) Actual date that the dismissal or
granted relief from stay order is entered by
the bankruptcy court.
------------------------------------------------------------------------------------------------------------------------------------
Date REO offer accepted DATE(MM/DD/YYYY) Actual date of acceptance of an REO
offer.
------------------------------------------------------------------------------------------------------------------------------------
Date REO offer received DATE(MM/DD/YYYY) Actual date of receipt of an REO
offer.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value NUMBER(10,2) Value obtained typically from a BPO
prior to foreclosure referral not
related to loss mitigation activity.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value source VARCHAR2(15) BPO= Broker's Price Appraisal=Appraisal Name of vendor or management company
Opinion that provided the delinquency
valuation amount.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value date DATE(MM/DD/YYYY) Date that the delinquency valuation
amount was completed by vendor or
property management company.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency flag VARCHAR2(2) Y=90+ delinq. Not in FC, Bky or Loss mit Servicer defined indicator that
N=Less than 90 days delinquent identifies that the loan is
delinquent but is not involved in
loss mitigation, foreclosure,
bankruptcy or REO.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A1-3
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure flag VARCHAR2(2) Y=Active foreclosure N=No active foreclosure Servicer defined indicator that
identifies that the loan is involved
in foreclosure proceedings.
------------------------------------------------------------------------------------------------------------------------------------
Corporate expense balance NUMBER(10,2) Total of all cumulative expenses
advanced by the servicer for
non-escrow expenses such as but not
limited to: FC fees and costs,
bankruptcy fees and costs, property
preservation and property
inspections.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure attorney DATE(MM/DD/YYYY) Actual date that the loan was
referral date referred to local counsel to begin
foreclosure proceedings.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure valuation NUMBER(15,2) Value obtained during the
amount foreclosure process. Usually as a
result of a BPO and typically used
to calculate the bid.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure valuation DATE(MM/DD/YYYY) Date that foreclosure valuation
date amount was completed by vendor or
property management company.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure valuation VARCHAR2(80) BPO= Broker's Price Opinion Appraisal=Appraisal Name of vendor or management company
source that provided the foreclosure
valuation amount.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011A transmitted DATE(MM/DD/YYYY) Actual date that the FHA 27011A
date claim was submitted to HUD.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011B transmitted DATE(MM/DD/YYYY) Actual date that the FHA 27011B
date claim was submitted to HUD.
------------------------------------------------------------------------------------------------------------------------------------
VA LGC/ FHA Case number VARCHAR2(15) Number that is assigned individually
to the loan by either HUD or VA at
the time of origination. The number
is located on the Loan Guarantee
Certificate (LGC) or the Mortgage
Insurance Certificate (MIC).
------------------------------------------------------------------------------------------------------------------------------------
FHA Part A funds received DATE(MM/DD/YYYY) Actual date that funds were received
date from HUD as a result of transmitting
the 27011A claim.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A1-4
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure actual sale DATE(MM/DD/YYYY) Actual date that the foreclosure
date sale was held.
------------------------------------------------------------------------------------------------------------------------------------
Servicer loan number VARCHAR2(15) Individual number that uniquely
identifies loan as defined by
servicer.
------------------------------------------------------------------------------------------------------------------------------------
Loan type VARCHAR2(2) 1=FHA Residential 2=VA Residential Type of loan being serviced
3=Conventional w/o PMI 4=Commercial generally defined by the existence
5=FHA Project 6=Conventional w/PMI of certain types of insurance (i.e.:
7=HUD 235/265 8=Daily Simple Interest FHA, VA, conventional insured,
9=Farm Loan Loan conventional uninsured, SBA, etc.)
S=Sub prime U=Unknown
------------------------------------------------------------------------------------------------------------------------------------
Loss mit approval date DATE(MM/DD/YYYY) The date determined that the
servicer and mortgagor agree to
pursue a defined loss mitigation
alternative.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit flag VARCHAR2(2) Y= Active loss mitigation N=No active loss Servicer defined indicator that
mitigation identifies that the loan is involved
in completing a loss mitigation
alternative.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit removal date DATE(MM/DD/YYYY) The date that the mortgagor is
denied loss mitigation alternatives
or the date that the loss mitigation
alternative is completed resulting
in a current or liquidated loan.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit type VARCHAR2(2) L= Loss Mitigation LT=Litigation pending The defined loss mitigation
NP=Pending non-performing CH=Charge off alternative identified on the loss
sale mit approval date.
DI=Deed in lieu FB=Forbearance plan
MO=Modification PC=Partial claim
SH=Short sale VA=VA refunding
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value NUMBER(10,2) Value obtained typically from a BPO
prior to foreclosure sale intended
to aid in the completion of loss
mitigation activity.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value date DATE(MM/DD/YYYY) Name of vendor or management company
that provided the loss mitigation
valuation amount.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A1-5
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value source VARCHAR2(15) BPO= Broker's Price Opinion Appraisal=Appraisal Date that the lost mitigation
valuation amount was completed
by vendor or property management
company.
------------------------------------------------------------------------------------------------------------------------------------
MI certificate number VARCHAR2(15) A number that is assigned
individually to the loan by the
PMI company at the time of
origination. Similar to the VA
LGC/FHA Case Number in purpose.
------------------------------------------------------------------------------------------------------------------------------------
LPMI Cost NUMBER(7,7) The current premium paid to the
PMI company for Lender Paid
Mortgage Insurance.
------------------------------------------------------------------------------------------------------------------------------------
Occupancy status VARCHAR2(1) O=Owner occupied T=Tenant occupied The most recent status of the
U=Unknown V=Vacant property regarding who if anyone
is occupying the property.
Typically a result of a routine
property inspection.
------------------------------------------------------------------------------------------------------------------------------------
First Vacancy date/ DATE(MM/DD/YYYY) The date that the most recent
Occupancy status date occupancy status was determined.
Typically the date of the most
recent property inspection.
------------------------------------------------------------------------------------------------------------------------------------
Original loan amount NUMBER(10,2) Amount of the contractual
obligations (i.e.: note and
mortgage/deed of trust).
------------------------------------------------------------------------------------------------------------------------------------
Original value amount NUMBER(10,2) Appraised value of property as of
origination typically determined
through the appraisal process.
------------------------------------------------------------------------------------------------------------------------------------
Origination date DATE(MM/DD/YYYY) Date that the contractual
obligations (i.e.: note and
mortgage/deed of trust) of the
mortgagor was executed.
------------------------------------------------------------------------------------------------------------------------------------
FHA Part B funds received DATE(MM/DD/YYYY) Actual date that funds were received
date from HUD as a result of transmitting
the 27011B claim.
------------------------------------------------------------------------------------------------------------------------------------
Post petition due date DATE(MM/DD/YYYY) The post petition due date of a loan
involved in a chapter 13 bankruptcy.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A1-6
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Property condition VARCHAR2(2) 1=Excellent 2=Good Physical condition of the property
3=Average 4=Fair as most recently reported to the
5=Poor 6=Very poor servicer by vendor or property
management company.
------------------------------------------------------------------------------------------------------------------------------------
Property type VARCHAR2(2) 1=Single family 2=Town house Type of property secured by mortgage
3=Condo 4=Multifamily 5=Other such as: single family, 2-4 unit,
6=Prefabricated B=Commercial C=Land only etc.
7=Mobile home U=Unknown D=Farm
A=Church P=PUD R=Row house
O=Co-op M=Manufactured housing 24=2-4 family
CT=Condotel MU=Mixed use
------------------------------------------------------------------------------------------------------------------------------------
Reason for default VARCHAR2(3) 001=Death of principal 02=Illness of principal Cause of delinquency as identified
mtgr mtgr by mortgagor.
003=Illness of mtgr's family member
004=Death of mtgr's family member 005=Marital difficulties
006=Curtailment of income 007=Excessive
obligations
008=Abandonment of property 009=Distant employee
transfer
011=Property problem 012=Inability to sell
property
013=Inability to rent property 014=Military service
015=Other 016=Unemployment
017=Business failure 019=Casualty loss
022=Energy-Environment costs 023=Servicing problems
026=Payment adjustment 027=Payment dispute
029=Transfer ownership pending 030=Fraud
031=Unable to contact borrower INC=Incarceration
------------------------------------------------------------------------------------------------------------------------------------
REO repaired value NUMBER(10,2) The projected value of the property
that is adjusted from the "as is"
value assuming necessary repairs
have been made to the property as
determined by the vendor/property
management company.
------------------------------------------------------------------------------------------------------------------------------------
REO list price adjustment NUMBER(15,2) The most recent listing/pricing
amount amount as updated by the servicer
for REO properties.
------------------------------------------------------------------------------------------------------------------------------------
REO list price adjustment DATE(MM/DD/YYYY) The most recent date that the
date servicer advised the agent to make
an adjustment to the REO listing
price.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A1-7
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
REO value (as is) NUMBER(10,2) The value of the property without
making any repairs as determined by
the vendor/property management
company.
------------------------------------------------------------------------------------------------------------------------------------
REO actual closing date DATE(MM/DD/YYYY) The actual date that the sale of the
REO property closed escrow.
------------------------------------------------------------------------------------------------------------------------------------
REO flag VARCHAR2(7) Y=Active REO N=No active REO Servicer defined indicator that
identifies that the property is now
Real Estate Owned.
------------------------------------------------------------------------------------------------------------------------------------
REO original list date DATE(MM/DD/YYYY) The initial/first date that the
property was listed with an agent as
an REO.
------------------------------------------------------------------------------------------------------------------------------------
REO original list price NUMBER(15,2) The initial/first price that was
used to list the property with an
agent as an REO.
------------------------------------------------------------------------------------------------------------------------------------
REO net sales proceeds NUMBER(10,2) The actual REO sales price less
closing costs paid. The net sales
proceeds are identified within the
HUD1 settlement statement.
------------------------------------------------------------------------------------------------------------------------------------
REO sales price NUMBER(10,2) Actual sales price agreed upon by
both the purchaser and servicer as
documented on the HUD1 settlement
statement.
------------------------------------------------------------------------------------------------------------------------------------
REO scheduled close date DATE(MM/DD/YYYY) The date that the sale of the REO
property is scheduled to close
escrow.
------------------------------------------------------------------------------------------------------------------------------------
REO value date DATE(MM/DD/YYYY) Date that the vendor or management
company completed the valuation of
the property resulting in the REO
value (as is).
------------------------------------------------------------------------------------------------------------------------------------
REO value source VARCHAR2(15) BPO= Broker's Price Opinion Appraisal=Appraisal Name of vendor or management company
that provided the REO value (as is).
------------------------------------------------------------------------------------------------------------------------------------
Repay first due date DATE(MM/DD/YYYY) The due date of the first scheduled
payment due under a forbearance or
repayment plan agreed to by both the
mortgagor and servicer.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A1-8
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Repay next due date DATE(MM/DD/YYYY) The due date of the next outstanding
payment due under a forbearance or
repayment plan agreed to by both the
mortgagor and servicer.
------------------------------------------------------------------------------------------------------------------------------------
Repay plan DATE(MM/DD/YYYY) The servicer defined date upon which
broken/reinstated/closed the servicer considers that the plan
date is no longer in effect as a result
of plan completion or mortgagor's
failure to remit payments as
scheduled.
------------------------------------------------------------------------------------------------------------------------------------
Repay plan created date DATE(MM/DD/YYYY) The date that both the mortgagor and
servicer agree to the terms of a
forbearance or repayment plan.
------------------------------------------------------------------------------------------------------------------------------------
SBO loan number NUMBER(9) Individual number that uniquely
identifies loan as defined by Aurora
Master Servicing.
------------------------------------------------------------------------------------------------------------------------------------
Escrow balance/advance NUMBER(10,2) The positive or negative account
balance balance that is dedicated to payment
of hazard insurance, property taxes,
MI, etc. (escrow items only)
------------------------------------------------------------------------------------------------------------------------------------
Title approval letter DATE(MM/DD/YYYY) The actual date that the title
received date approval was received as set forth
in the HUD title approval letter.
------------------------------------------------------------------------------------------------------------------------------------
Title package HUD/VA DATE(MM/DD/YYYY) The actual date that the title
date package was submitted to either HUD
or VA.
------------------------------------------------------------------------------------------------------------------------------------
VA claim funds received DATE(MM/DD/YYYY) The actual date that funds were
date received by the servicer from the VA
for the expense claim submitted by
the servicer.
------------------------------------------------------------------------------------------------------------------------------------
VA claim submitted date DATE(MM/DD/YYYY) The actual date that the expense
claim was submitted by the servicer
to the VA.
------------------------------------------------------------------------------------------------------------------------------------
VA first funds received NUMBER(15,2) The amount of funds received by the
amount servicer from VA as a result of the
specified bid.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A1-9
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
VA first funds received DATE(MM/DD/YYYY) The date that the funds from the
date specified bid were received by the
servicer from the VA.
------------------------------------------------------------------------------------------------------------------------------------
VA XXX submitted date DATE(MM/DD/YYYY) Actual date that the Notice of
Election to Convey was submitted to
the VA.
------------------------------------------------------------------------------------------------------------------------------------
Zip Code VARCHAR2(5) US postal zip code that corresponds
to property location.
------------------------------------------------------------------------------------------------------------------------------------
FNMA Delinquency status VARCHAR2(3) 09=Forbearance 17=Preforeclosure The code that is electronically
code 24=Drug seizure 26=Refinance sale reported to FNMA by the servicer that
28=Modification 29=Charge-off 27=Assumption reflects the current defaulted status
31=Probate 32=Military indulgence 30=Third-party of a loan.(i.e.: 65, 67, 43 or 44)
44=Deed-in-lieu 49=Assignment sale
62=VA no-bid 63=VA Refund 43=Foreclosure
65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 61=Second lien
considerations
64=VA Buydown
67=Ch. 13
bankruptcy
------------------------------------------------------------------------------------------------------------------------------------
FNMA delinquency reason VARCHAR2(3) 001=Death of principal 002=Illness of principal The code that is electronically
code mtgr mtgr reported to FNMA by the servicer that
003=Illness of mtgr's family 004=Death of mtgr's family describes the circumstance that
member member appears to be the primary
005=Marital difficulties 006=Curtailment of income contributing factor to the
007=Excessive obligations 008=Abandonment of property delinquency.
009=Distant employee transfer 011=Property problem
012=Inability to sell property 013=Inability to rent property
014=Military service 015=Other
016=Unemployment 017=Business failure
019=Casualty loss 022=Energy-Environment costs
023= Servicing problems 026= Payment adjustment
027=Payment dispute 029=Transfer ownership pending
030=Fraud 031=Unable to contact borrower
INC=Incarceration
------------------------------------------------------------------------------------------------------------------------------------
Suspense balance NUMBER(10,2) Money submitted to the servicer,
credited to the mortgagor's account
but not allocated to principal,
interest, escrow, etc.
------------------------------------------------------------------------------------------------------------------------------------
Restricted escrow balance NUMBER(10,2) Money held in escrow by the mortgage
company through completion of repairs
to property.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A1-10
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Investor number NUMBER (10,2) Unique number assigned to a group of
loans in the servicing system.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A1-11
EXHIBIT A2
FORM OF MONTHLY REMITTANCE ADVICE
<TABLE>
FIELD NAME DESCRIPTION FORMAT
---------- ----------- -------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANCE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
</TABLE>
A2-1
EXHIBIT B
Flow Mortgage Loan Purchase, Warranties and Servicing Agreement
[On file with Mayer, Brown, Xxxx & Maw LLP]
B-1
EXHIBIT C
Assignment and Assumption Agreement
[On File with Mayer, Brown, Xxxx & Maw LP]
C-1
EXHIBIT D
[Reserved]
D-1
EXHIBIT E
Mortgage Loan Schedule
[To be retained in separate files at New York, NY offices of
Mayer, Brown, Xxxx & Maw LLP]
E-1
EXHIBIT F
[Date]
Xxxxxx ABS Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mortgage Finance LABS 2005-1
[Master Servicer]
Reference is made to the Reconstituted Servicing Agreement dated as of
August 1, 2005 (the "Agreement"), by and between Xxxxxx Brothers Holdings Inc.
(the "Seller"), and GreenPoint Mortgage Funding, Inc., as servicer (the
"Servicer"), and LaSalle Bank National Association, as indenture trustee (the
"Indenture Trustee"). I, [identify the certifying individual], a [title] of the
Servicer, hereby certify to the Master Servicer and Xxxxxx ABS Corporation (the
"Depositor"), and their respective officers, directors and affiliates, and with
the knowledge and intent that they 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.
GREENPOINT MORTGAGE FUNDING, INC.
By:
------------------------------------
Name:
------------------------------
Title:
-----------------------------
F-1
