EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
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 Brothers Holdings"), and XXXXX
FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the
"Servicer"), and acknowledged by AURORA LOAN SERVICES LLC, a Delaware limited
liability company ("Aurora"), and HSBC BANK USA, NATIONAL ASSOCIATION, a
national banking association (the "Trustee"), recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain
adjustable rate, conventional, first lien, residential mortgage loans from the
Servicer pursuant to the Seller's Warranties and Servicing Agreement between the
Seller and the Servicer, dated as of February 1, 2005 for Adjustable Rate
Mortgage Loans (2005-W08 and 2005-W10) (the "SWSA").
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated
August 1, 2005 (the "Assignment and Assumption Agreement") annexed as Exhibit F
hereto, the Seller acquired from the Bank all of the Bank's right, title and
interest in and to the mortgage loans currently serviced under the SWSA and
assumed for the benefit of each of the Servicer and the Bank the rights and
obligations of the Bank as owner of such mortgage loans pursuant to the SWSA.
WHEREAS, the Seller has conveyed the mortgage loans identified on
Exhibit C hereto (the "Serviced Mortgage Loans") to Structured Asset Securities
Corporation, a Delaware special purpose corporation ("SASCO"), which in turn has
conveyed the Serviced Mortgage Loans to the Trustee, pursuant to a trust
agreement, dated as of August 1, 2005 (the "Trust Agreement"), among the
Trustee, Aurora, as master servicer ("Aurora", and, together with any successor
master servicer appointed pursuant to the provisions of the Trust Agreement, the
"Master Servicer") and SASCO.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by
the Servicer pursuant to the SWSA attached hereto as Exhibit B.
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to the
rights of the Seller and the Master Servicer to terminate the rights and
obligations of the Servicer hereunder as set forth herein and to the other
conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the
SWSA shall apply to the Serviced Mortgage Loans, except to the extent otherwise
provided herein and that this Agreement shall govern the Serviced Mortgage Loans
for so long as such Serviced Mortgage Loans remain subject to the provisions of
the Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right, under certain
circumstances, to terminate the rights and obligations of the Servicer under
this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this Agreement,
including Exhibit A hereto and any provisions of the SWSA incorporated by
reference herein (regardless if such terms are defined in the SWSA), shall have
the meanings ascribed to such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that Xxxxx Fargo Bank, National
Association will act as custodian of the Servicing Files for the Trustee
pursuant to a Custodial Agreement, dated August 1, 2005, between Xxxxx Fargo
Bank, National Association and the Trustee.
3. Servicing. The Servicer agrees, with respect to the Serviced Mortgage Loans,
to perform and observe the duties, responsibilities and obligations that are to
be performed and observed under the provisions of the SWSA, except as otherwise
provided herein and on Exhibit A hereto, and that the provisions of the SWSA, as
so modified, are and shall be a part of this Agreement to the same extent as if
set forth herein in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation of
Section 4.05 and Section 5.01 of the SWSA, the remittance on September 19, 2005
to the Trust Fund 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
clauses (b), (c), (d) and (e) of Section 5.01 of the SWSA.
5. Master Servicing; Termination of Servicer. The Servicer, including any
successor servicer hereunder, shall be subject to the supervision of the Master
Servicer, which Master Servicer shall be obligated to ensure that the Servicer
services the Serviced Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM
2005-18 Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as the Seller under the SWSA to enforce the
obligations of the Servicer under the SWSA and the term "Purchaser" as used in
the SWSA in connection with any rights of the Purchaser shall refer to the Trust
Fund or, as the context requires, the Master Servicer acting in its capacity as
agent for the Trust Fund, except as otherwise specified in Exhibit A hereto. The
Master Servicer shall be entitled to terminate the rights and obligations of the
Servicer under this Agreement upon the failure of the Servicer to perform any of
its obligations under this Agreement, which failure results in an Event of
Default as provided in Section 10.01 of the SWSA. Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer assume any of the
obligations of the Seller under the SWSA and in connection with the performance
of the Master Servicer's duties hereunder the parties and other signatories
hereto agree that the Master Servicer shall be entitled to all of the rights,
protections and limitations of liability afforded to the Master Servicer under
the Trust Agreement.
6. No Representations. Neither the Servicer nor the Master Servicer shall be
obligated or required to make any representations and warranties regarding the
characteristics of the Serviced Mortgage Loans (other than those representations
and warranties made by the Servicer in Section 3.02 of the SWSA hereby restated
as of the date of the SWSA) in connection with the transactions contemplated by
the Trust Agreement and issuance of the Certificates issued pursuant thereto.
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7. Notices. All notices and communications between or among the parties hereto
(including any third party beneficiary thereof) or required to be provided to
the Trustee shall be in writing and shall be deemed received or given when
mailed first-class mail, postage prepaid, addressed to each other party at its
address specified below or, if sent by facsimile or electronic mail, when
facsimile or electronic confirmation of receipt by the recipient is received by
the sender of such notice. Each party may designate to the other parties in
writing, from time to time, other addresses to which notices and communications
hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Attn: E. Xxxx Xxxxxxxxxx - Xxxxxx Xxxxxxxxx
XXXX 0000-00
Tel: 000-000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank, N.A.
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services LLC,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: SARM 2005-18
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Issuer Services, SARM 2005-18
Telephone: 000-000-0000
Facsimile: 000-000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller, at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: 000- 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
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With a copy to:
Dechert, LLP
4000 Xxxx Atlantic Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the SWSA.
8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, NOTWITHSTANDING NEW YORK OR
OTHER CHOICE OF LAW RULES TO THE CONTRARY.
9. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all of
which counterparts shall together constitute but one and the same instrument.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Seller
By:
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Servicer
By:
------------------------------------
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES LLC,
as Master Servicer
By:
---------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
as Trustee
By:
---------------------------------
Name:
Title:
EXHIBIT A
Modifications to the SWSA
1. Unless otherwise specified herein, any provisions of the SWSA,
including definitions, relating to (i) representations and warranties
relating to the Mortgage Loans and not relating to the servicing of the
Mortgage Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole
Loan and Pass-Through Transfers and Reconstitution, and (iv)
Assignments of Mortgage, shall be disregarded for purposes relating to
this Agreement. The exhibits to the SWSA and all references to such
exhibits shall also be disregarded.
2. The definition of "Determination Date" in Article I is hereby amended
as follows:
Determination Date: With respect to each Remittance Date, the
15th day of the month in which such Remittance Date occurs,
or, if such 15th day is not a Business Day, the succeeding
Business Day.
3. A new definition of "Prepayment Charge" is added to Article I
immediately following the definition of "PMI Policy" to read as
follows:
Prepayment Charge: Any prepayment or yield maintenance fees,
penalties or charges to be paid by the Mortgagor in connection
with a Principal Prepayment on a Mortgage Loan.
4. A new definition of "Prepayment Interest Shortfall Amount" is added to
Article I immediately following the definition of "Prepayment Charge"
to read as follows:
Prepayment Interest Shortfall Amount: With respect to any
Mortgage Loan that was subject to a Principal Prepayment in
full or in part during any Due Period, which Principal
Prepayment was applied to such Mortgage Loan prior to such
Mortgage Loan's Due Date in such Due Period, the amount of
interest (net of the related Servicing Fee for Principal
Prepayments in full only) that would have accrued on the
amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment
was applied to such Mortgage Loan and ending on the day
immediately preceding such Due Date, inclusive.
5. A new definition of "Realized Loss" is added to Article I immediately
following the definition of "Rating Agencies" to read as follows:
Realized Loss: With respect to each Liquidated Mortgage Loan
(as defined in the Trust Agreement), an amount equal to (i)
the unpaid principal balance of such Mortgage Loan as of the
date of liquidation, minus (ii) Liquidation Proceeds received,
to the extent allocable to principal, net of amounts that are
reimbursable therefrom to the Master Servicer or the Company
with respect to such Mortgage Loan (other than Monthly
Advances of principal) including expenses of liquidation.
6. The parties acknowledge that the fourth paragraph of Section 2.02
(Books and Records; Transfers of Mortgage Loans) shall be inapplicable
to this Agreement.
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7. The parties acknowledge that Section 2.03 (Custodial Agreement;
Delivery of Documents) shall be superceded by the provisions of the
Custodial Agreement.
8. Section 3.01(c) (No Conflicts) is hereby amended by deleting the words
"the acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser".
9. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second and third sentences thereof.
10. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans".
11. Section 3.01 (i) (Selection Process), Section 3.01(k) (Sale Treatment),
Section 3.01(m) (No Brokers' Fees) and Section 3.01(n) (Fair
Consideration) shall be inapplicable to this Agreement.
12. Four new paragraphs are hereby added at the end of Section 3.03
(Repurchase) to read as follows:
It is understood and agreed that the representations
and warranties set forth in Section 3.01 (a) through (h), (j)
and (l) are hereby restated as of the Closing Date and shall
survive the engagement of the Company to perform the servicing
responsibilities hereunder and the delivery of the Servicing
Files to the Company and shall inure to the benefit of the
Trustee, the Trust Fund and the Master Servicer. Upon
discovery by either the Company, the Master Servicer or the
Trustee of a breach of any of the foregoing representations
and warranties which materially and adversely affects the
ability of the Company to perform its duties and obligations
under this Agreement or otherwise materially and adversely
affects the value of the Mortgage Loans, the Mortgaged
Property or the priority of the security interest on such
Mortgaged Property or the interest of the Trustee or the Trust
Fund, the party discovering such breach shall give prompt
written notice to the other.
Within 60 days of the earlier of either discovery by
or notice to the Company of any breach of a representation or
warranty set forth in Section 3.01 which materially and
adversely affects the ability of the Company to perform its
duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Loans, the
Mortgaged Property or the priority of the security interest on
such Mortgaged Property, the Company shall use its best
efforts promptly to cure such breach in all material respects
and, if such breach cannot be cured, the Company shall, at the
Trustee's option, assign the Company's rights and obligations
under this Agreement (or respecting the affected Loans) to a
successor servicer selected by the Trustee with the prior
consent and approval of the Master Servicer. Such assignment
shall be made in accordance with Section 12.01.
In addition, the Company shall indemnify (from its
own funds) the Trustee, the Trust Fund and Master Servicer and
hold each of them harmless against any costs resulting from
any claim, demand, defense or assertion based on or grounded
upon, or resulting from, a breach of the Company's
representations and warranties contained in this Agreement. It
is understood and agreed that the remedies set forth in this
Section 3.01 constitute the sole remedies of the Master
Servicer, the Trust Fund and the Trustee respecting a breach
of the foregoing representations and warranties.
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Any cause of action against the Company relating to
or arising out of the breach of any representations and
warranties made in Section 3.01 shall accrue upon (i)
discovery of such breach by the Company or notice thereof by
the Trustee or Master Servicer to the Company, (ii) failure by
the Company to cure such breach within the applicable cure
period, and (iii) demand upon the Company by the Trustee or
the Master Servicer for compliance with this Agreement.
13. Section 4.01 (Company to Act as Servicer) is hereby amended as follows:
(i) by deleting the first, second and third sentences of the second paragraph of
such section and replacing it with the following:
Consistent with the terms of this Agreement, the
Company may waive, modify or vary any term of any Mortgage
Loan or consent to the postponement of any such term or in any
manner grant indulgence to any Mortgagor if in the Company's
reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially
adverse to the Purchaser, provided, however, that unless the
Mortgagor is in default with respect to the Mortgage Loan or
such default is, in the judgment of the Company, imminent, the
Company shall not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate,
forgive the payment of principal or interest, reduce or
increase the outstanding principal balance (except for actual
payments of principal) or change the final maturity date on
such Mortgage Loan.
(ii) by adding the following to the end of the second paragraph of such section:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Company
shall forward to the Master Servicer copies of any documents
evidencing such assumption, modification, consolidation or
extension. Notwithstanding anything to the contrary contained
in this Agreement, the Company shall not make or permit any
modification, waiver or amendment of any term of any Mortgage
Loan that would cause any REMIC created under the Trust
Agreement to fail to qualify as a REMIC or result in the
imposition of any tax under Section 860F(a) or Section 860G(d)
of the Code.
14. Section 4.04 (Establishment of and Deposits to Custodial Account) is
hereby amended as follows:
(a) the words "in trust for the Purchaser and/or subsequent purchasers of
Mortgage Loans, and various Mortgagors-P&I" in the fourth and fifth lines of the
first sentence of the first paragraph shall be replaced by the following: "in
trust for SARM 2005-18 Trust Fund and various Mortgagors".
(b) by amending clause (viii) to read as follows:
(viii) the amount of any Prepayment Interest
Shortfall Amount paid out of the Company's
own funds without any right to reimbursement
therefor;
15. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by replacing the last five lines of clause (ii) with the
following:
the Trust Fund; provided however, that in the event
that the Company determines in good faith that any
unreimbursed Monthly Advances will not be recoverable from
amounts representing late recoveries of payments of principal
or interest respecting the particular Mortgage Loan as to
which such Monthly Advance was made or from Liquidation
Proceeds or Insurance Proceeds with respect to such Mortgage
Loan, the Company may reimburse itself for such amounts from
the Custodial Account, it being understood, in the case of any
such reimbursement, that the Company's right thereto shall be
prior to the rights of the Trust Fund;
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16. Section 4.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "Purchaser and/or subsequent purchasers
of Residential Mortgage Loans, and various Mortgagors-T&I" in the
fourth and fifth lines of the first sentence of the first paragraph,
and replacing it with the following:
"in trust for SARM 2005-18 Trust Fund and various Mortgagors".
17. Section 4.16 (Title, Management and Disposition of REO Property) is
hereby amended by (i) adding two new paragraphs after the fourth
paragraph thereof to read as follows:
In the event that the Trust Fund acquires any REO Property in
connection with a default or imminent default on a Mortgage
Loan, the Company shall dispose of such REO Property not later
than the end of the third taxable year after the year of its
acquisition by the Trust Fund unless the Company has applied
for and received a grant of extension from the Internal
Revenue Service to the effect that, under the REMIC Provisions
and any relevant proposed legislation and under applicable
state law, the applicable Trust REMIC may hold REO Property
for a longer period without adversely affecting the REMIC
status of such REMIC or causing the imposition of a federal or
state tax upon such REMIC. If the Company has received such an
extension, then the Company shall continue to attempt to sell
the REO Property for its fair market value for such period
longer than three years as such extension permits (the
"Extended Period"). If the Company has not received such an
extension and the Company is unable to sell the REO Property
within the period ending 3 months before the end of such third
taxable year after its acquisition by the Trust Fund or if the
Company has received such an extension, and the Company is
unable to sell the REO Property within the period ending three
months before the close of the Extended Period, the Company
shall, before the end of the three year period or the Extended
Period, as applicable, (i) purchase such REO Property at a
price equal to the REO Property's fair market value or (ii)
auction the REO Property to the highest bidder (which may be
the Company) in an auction reasonably designed to produce a
fair price prior to the expiration of the three-year period or
the Extended Period, as the case may be. The Trustee shall
sign any document or take any other action reasonably
requested by the Company which would enable the Company, on
behalf of the Trust Fund, to request such grant of extension.
Notwithstanding any other provisions of this Agreement, no REO
Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on
behalf of the Trust Fund in such a manner or pursuant to any
terms that would: (i) cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code; or (ii) subject any Trust
REMIC to the imposition of any federal income taxes on the
income earned from such REO Property, including any taxes
imposed by reason of Sections 860F or 860G(c) of the Code,
unless the Company has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such
taxes.
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(ii) replacing the word "advances" in the sixth line of the fifth
paragraph thereof with "Monthly Advances" and (iii) by adding the
following to the end of such Section:
Prior to acceptance by the Company of an offer to sell any REO
Property, the Company shall notify the Master Servicer of such
offer in writing which notification shall set forth all
material terms of said offer (each a "Notice of Sale"). The
Master Servicer shall be deemed to have approved the sale of
any REO Property unless the Master Servicer notifies the
Company in writing, within five (5) days after its receipt of
the related Notice of Sale, that it disapproves of the related
sale, in which case the Company shall not proceed with such
sale.
18. A new Section 4.24 is hereby added to read as follows:
Section 4.24 Waiver of Prepayment Charges.
The Servicer or any designee of the Servicer shall not waive any
Prepayment Charge with respect to any Mortgage Loan. If the Servicer or its
designee fails to collect a Prepayment Charge at the time of the related
prepayment of any Mortgage Loan subject to such Prepayment Charge, the Servicer
shall pay to the Purchaser at such time (by deposit to the Custodial Account) an
amount equal to the amount of the Prepayment Charge not collected.
Notwithstanding the above, the Servicer or its designee may waive a Prepayment
Charge without paying to the Purchaser the amount of such Prepayment Charge only
if the related prepayment is not the result of a refinancing by the Servicer or
its designee and such waiver (i) relates to a defaulted Mortgage Loan or a
reasonably foreseeable default, such waiver is standard and customary in
servicing similar mortgage loans to the Mortgage Loans, and such waiver, in the
reasonable judgment of the Servicer, would maximize recovery of total proceeds
from the Mortgage Loan, taking into account the amount of such Prepayment Charge
and the related Mortgage Loan, or (ii) relates to a Prepayment Charge the
collection of which, in the reasonable judgment of the Servicer, would be a
violation of applicable laws.
19. Section 5.01 (Remittances) is hereby amended by replacing the word
"second" with the word "first" in the second paragraph of such Section,
and is further amended by adding the following after the second
paragraph of such Section:
All remittances required to be made to the Master
Servicer shall be made to the following wire account or to
such other account as may be specified by the Master Servicer
from time to time:
JPMorgan Chase Bank, N.A.
New York, New York
ABA #: 000-000-000
Account Name: Aurora Loan Services LLC
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: Aurora Loan Services 2005-18
20. Section 5.02 (Statements to Purchaser) is hereby amended in its
entirety to read as follows:
Section 5.02 Statements to Master Servicer.
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No later than 30 days upon request, the Company shall
deliver or cause to be delivered to the Master Servicer
executed copies of the custodial and escrow account
certifications or letter agreements pursuant to Sections 4.04
and 4.06.
Not later than the tenth calendar day of each month,
the Company shall furnish to the Master Servicer an electronic
file providing loan level accounting data for the period
ending on the last Business Day of the preceding month in the
format set forth in Exhibits D-1 and D-2 hereto (or in such
other format mutually agreed to between the Company and the
Master Servicer). The information required by Exhibit D-2 is
limited to that which is readily available to the Company and
is mutually agreed to by the Company and Master Servicer.
21. Section 5.03 (Monthly Advances by Company) is hereby amended by
deleting the last sentence of such Section.
22. Section 6.04 (Annual Statements as to Compliance) is hereby amended by
replacing the words "the Purchaser" in the first line with the words
"the Master Servicer".
23. Section 6.05 (Annual Independent Public Accountants' Servicing Report)
is hereby amended by replacing the words "each Purchaser" in the third
line with the words "the Master Servicer."
24. Section 8.01 (Indemnification; Third Party Claims) is hereby amended in
its entirety to read as follows:
The Company shall indemnify the Purchaser, the Trust Fund, the
Trustee and the Master Servicer and hold each of them harmless
against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that
any of such parties may sustain in any way related to the
failure of the Company to perform its duties and service the
Mortgage Loans in strict compliance with the terms of this
Agreement. The Company immediately shall notify the Purchaser,
the Master Servicer and the Trustee or any other relevant
party if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior
written consent of the indemnified party, which consent shall
not be unreasonably withheld or delayed) the defense of any
such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it
or any of such parties in respect of such claim. The Company
shall follow any written instructions received from the
Trustee in connection with such claim. The Company shall
provide the Trustee with a written report of all expenses and
advances incurred by the Company pursuant to this Section
8.01, and the Trustee from the assets of the Trust Fund
promptly shall reimburse the Company for all amounts advanced
by it pursuant to the preceding sentence except when the claim
is in any way relates to the failure of the Company to service
and administer the Mortgage Loans in strict compliance with
the terms of this Agreement or the gross negligence, bad faith
or willful misconduct of the Company.
25. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer"
(b) changing the reference to "five (5) days" to "two (2) Business Days" in
clause (i); and
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(c) amending subclause (vii) as follows: "the Company at any time is
neither a Xxxxxx Xxx or Xxxxxxx Mac approved servicer, and the Master
Servicer has not terminated the rights and obligations of the Company
under this Agreement and replaced the Company with a Xxxxxx Mae or
Xxxxxxx Mac approved servicer within 30 days of the absence of such
approval; or".
26. Section 10.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer with the prior written
consent of the Trustee".
27. Section 11.01 (Termination) is hereby amended by restating subclause
(ii) thereof to read as below and adding the following sentence after
the first sentence of this Section 11.01:
(ii) mutual consent of the Company and the Trustee in
writing, provided such termination is also acceptable
to the Master Servicer and the Rating Agencies.
At the time of any termination of the Company
pursuant to Section 11.01, the Company shall be entitled to
all accrued and unpaid Servicing Fees and unreimbursed
Servicing Advances and Monthly Advances; provided, however, in
the event of a termination for cause under Section 10.01
hereof, such unreimbursed amounts shall not be reimbursed to
the Company until such amounts are received by the Trust Fund
from the related Mortgage Loans.
28. Section 11.02 (Termination Without Cause) is hereby amended by
replacing the first reference to "The Purchaser" with "Xxxxxx Brothers
Holdings (with the prior consent of the Trustee)" and by replacing all
other references to "the Purchaser" with "Xxxxxx Brothers Holdings."
29. Section 12.01 (Successor to Company) is hereby amended in its entirety
to read as follows:
Simultaneously with the termination of the Company's
responsibilities and duties under this Agreement pursuant to
Sections 8.04, 10.01, 11.01(ii) or 11.02, the Master Servicer
shall, in accordance with the provisions of the Trust
Agreement (i) succeed to and assume all of the Company's
responsibilities, rights, duties and obligations under this
Agreement, or (ii) appoint a successor meeting the eligibility
requirements of this Agreement, and which shall succeed to all
rights and assume all of the responsibilities, duties and
liabilities of the Company under this Agreement with the
termination of the Company's responsibilities, duties and
liabilities under this Agreement. Any successor to the Company
that is not at that time a servicer of other mortgage loans
for the Trust Fund shall be subject to the approval of the
Master Servicer, the Purchaser, the Trustee and each Rating
Agency (as such term is defined in the Trust Agreement).
Unless the successor servicer is at that time a servicer of
other mortgage loans for the Trust Fund, each Rating Agency
must deliver to the Trustee a letter to the effect that such
transfer of servicing will not result in a qualification,
withdrawal or downgrade of the then-current rating of any of
the Certificates. In connection with such appointment and
assumption, the Master Servicer or the Purchaser, as
applicable, may make such arrangements for the compensation of
such successor out of payments on the Mortgage Loans as it and
such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the Company
under this Agreement. In the event that the Company's duties,
responsibilities and liabilities under this Agreement should
be terminated pursuant to the aforementioned sections, the
Company shall discharge such duties and 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
A-7
whatsoever that might impair or prejudice the rights or
financial condition of its successor. The resignation or
removal of the Company pursuant to the aforementioned sections
shall not become effective until a successor shall be
appointed pursuant to this Section 12.01 and shall in no event
relieve the Company of the representations and warranties made
pursuant to Sections 3.01 and 3.02 and the remedies available
to the Trust Fund under Section 3.03 shall be applicable to
the Company notwithstanding any such resignation or
termination of the Company, or the termination of this
Agreement.
Within a reasonable period of time, but in no event
longer than 30 days of the appointment of a successor entity,
the Company shall prepare, execute and deliver to the
successor entity any and all documents and other instruments,
place in such successor's possession all Servicing Files, and
do or cause to be done all other acts or things necessary or
appropriate to effect the purposes of such notice of
termination. The Company shall cooperate with the Trustee and
the Master Servicer, as applicable, and such successor in
effecting the termination of the Company's responsibilities
and rights hereunder and the transfer of servicing
responsibilities to the successor servicer, including without
limitation, the transfer to such successor for administration
by it of all cash amounts which shall at the time be credited
by the Company to the Account or any Escrow Account or
thereafter received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall
execute, acknowledge and deliver to the Trustee, the Company
and the Master Servicer an instrument accepting such
appointment, wherein the successor shall make an assumption of
the due and punctual performance and observance of each
covenant and condition to be performed and observed by the
Company under this Agreement, whereupon such successor shall
become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company,
with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Company or
termination of this Agreement pursuant to Sections 8.04,
10.01, 11.01 or 11.02 shall not affect any claims that the
Master Servicer or the Trustee may have against the Company
arising out of the Company's actions or failure to act prior
to any such termination or resignation.
The Company shall deliver, within three (3) Business
Days of the appointment of a successor Servicer, the funds in
the Custodial Account and Escrow Account and all Collateral
Files, Credit Files and related documents and statements held
by it hereunder to the successor Servicer and the Company
shall account for all funds and shall execute and deliver such
instruments and do such other things as may reasonably be
required to more fully and definitively vest in the successor
all such rights, powers, duties, responsibilities, obligations
and liabilities of the Company.
Upon a successor's acceptance of appointment as such,
the Company shall notify the Trustee and Master Servicer of
such appointment in accordance with the notice procedures set
forth herein.
Except as otherwise provided in this Agreement, all
reasonable costs and expenses incurred in connection with any
transfer of servicing hereunder (whether as a result of
termination or removal of the Company or resignation of the
Company or otherwise), including, without limitation, the
costs and expenses of the Master Servicer or any other Person
in appointing a successor servicer, or of the Master Servicer
in assuming the responsibilities of the Company hereunder, or
of transferring the Servicing Files and the other necessary
data to the successor servicer shall be paid by the
terminated, removed or resigning Servicer from its own funds
without reimbursement.
A-8
30. Section 12.02 (Amendment) is hereby amended and restated in its
entirety as follows:
Section 12.02 Amendment.
This Agreement may be amended from time to time by
written agreement signed by the Company and the Purchaser,
with the written consent of the Master Servicer and the
Trustee.
31. Section 12.04 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
32. Section 12.10 (Assignment by Purchaser) is hereby deleted in its
entirety.
33. Section 12.11 (Solicitation of Mortgagor) is hereby amended by
replacing the words "the Purchaser" with "Xxxxxx Brothers Holdings" in
each instance.
34. A new Section 12.12 (Intended Third Party Beneficiaries) is hereby
added to read as follows:
Notwithstanding any provision herein to the contrary,
the parties to this Agreement agree that it is appropriate, in
furtherance of the intent of such parties as set forth herein,
that the Master Servicer and the Trustee receive the benefit
of the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such
provisions. The Company shall have the same obligations to the
Master Servicer and the Trustee as if they were parties to
this Agreement, and the Master Servicer and the Trustee shall
have the same rights and remedies to enforce the provisions of
this Agreement as if they were parties to this Agreement. The
Company shall only take direction from the Master Servicer (if
direction by the Master Servicer is required under this
Agreement) unless otherwise directed by this Agreement.
Notwithstanding the foregoing, all rights and obligations of
the Master Servicer and the Trustee hereunder (other than the
right to indemnification) shall terminate upon termination of
the Trust Agreement and of the Trust Fund pursuant to the
Trust Agreement.
35. A new Section 12.13 (Officer's Certificate) is hereby added to read as
follows:
On or before the last day of February of each year,
beginning with February 28, 2006, or in connection with any
additional Xxxxxxxx-Xxxxx Certification required to be filed,
upon thirty days written request the Company, at its own
expense, will deliver to the Master Servicer a Servicing
Officer's Certificate, a form of which is attached hereto as
Exhibit E.
A-9
EXHIBIT B
Seller's Warranties and Servicing Agreement
See Exhibit 99.11
B-1
EXHIBIT C
Schedule of Serviced Mortgage Loans
[Intentionally Omitted]
C-1
EXHIBIT D-1
FORM OF MONTHLY DEFAULTED REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANCE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
X-0-0
XXXXXXX X-0
XXXXXXXX XXXXXX FOR MONTHLY DEFAULTED LOAN REPORT
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
% of MI coverage NUMBER(6,5) The percent of coverage provided by the PMI
company in the event of loss on a defaulted
loan.
------------------------------------------------------------------------------------------------------------------------------------
Actual MI claim DATE(MM/DD/YYYY) Actual date that the claim was submitted to
filed date the PMI company.
------------------------------------------------------------------------------------------------------------------------------------
Actual bankruptcy DATE(MM/DD/YYYY) Actual date that the bankruptcy petition is
start date filed with the court.
------------------------------------------------------------------------------------------------------------------------------------
Actual MI claim NUMBER(15,2) The amount of the claim that was filed by
amount filed the servicer with the PMI company.
------------------------------------------------------------------------------------------------------------------------------------
Actual discharge DATE(MM/DD/YYYY) Actual date that the Discharge Order is
date entered in the bankruptcy docket.
------------------------------------------------------------------------------------------------------------------------------------
Actual due date DATE(MM/DD/YYYY) Actual due date of the next outstanding
payment amount due from the mortgagor.
------------------------------------------------------------------------------------------------------------------------------------
Actual eviction DATE(MM/DD/YYYY) Actual date that the eviction proceedings
complete date are completed by local counsel.
------------------------------------------------------------------------------------------------------------------------------------
Actual eviction DATE(MM/DD/YYYY) Actual date that the eviction proceedings
start date are commenced by local counsel.
------------------------------------------------------------------------------------------------------------------------------------
Actual first DATE(MM/DD/YYYY) Actual date that foreclosure counsel filed
legal date the first legal action as defined by state
statute.
------------------------------------------------------------------------------------------------------------------------------------
Actual redemption DATE(MM/DD/YYYY) Actual date that the foreclosure redemption
end date period expires.
------------------------------------------------------------------------------------------------------------------------------------
Bankruptcy VARCHAR2(2) 7=Chapter 7 filed 11=Chapter 11 filed Chapter of bankruptcy filed.
chapter 12=Chapter 12 filed 13=Chapter 13 filed
------------------------------------------------------------------------------------------------------------------------------------
Bankruptcy flag VARCHAR2(2) Y=Active Bankruptcy N=No Active Bankruptcy Servicer defined indicator that identifies
that the property is an asset in an active
bankruptcy case.
------------------------------------------------------------------------------------------------------------------------------------
Bankruptcy Case VARCHAR2(15) The court assigned case number of the
Number bankruptcy filed by a party with interest in
the property.
------------------------------------------------------------------------------------------------------------------------------------
MI claim amount NUMBER(15,2) The amount paid to the servicer by the PMI
paid company as a result of submitting an MI
claim.
------------------------------------------------------------------------------------------------------------------------------------
D-2-1
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
MI claim funds DATE(MM/DD/YYYY) Actual date that funds were received from
received date the PMI company as a result of transmitting
an MI claim.
------------------------------------------------------------------------------------------------------------------------------------
Current loan NUMBER(10,2) Current unpaid principal balance of the loan
amount as of the date of reporting to Aurora Master
Servicing.
------------------------------------------------------------------------------------------------------------------------------------
Date FC sale DATE(MM/DD/YYYY) Date that the foreclosure sale is scheduled
scheduled to be held.
------------------------------------------------------------------------------------------------------------------------------------
Date relief/ DATE(MM/DD/YYYY) Actual date that the dismissal or relief
dismissal granted from stay order is entered by the bankruptcy
court.
------------------------------------------------------------------------------------------------------------------------------------
Date REO offer DATE(MM/DD/YYYY) Actual date of acceptance of an REO offer.
accepted
------------------------------------------------------------------------------------------------------------------------------------
Date REO offer DATE(MM/DD/YYYY) Actual date of receipt of an REO offer.
received
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value NUMBER(10,2) Value obtained typically from a BPO prior to
foreclosure referral not related to loss
mitigation activity.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value VARCHAR2(15) BPO=Broker's Price Opinion Appraisal=Appraisal Name of vendor or management company that
source provided the delinquency valuation amount.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value DATE(MM/DD/YYYY) Date that the delinquency valuation amount
date was completed by vendor or property
management company.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency flag VARCHAR2(2) Y=90+ delinq. Not in FC, Bky or Loss mit Servicer defined indicator that identifies
N=Less than 90 days delinquent that the loan is delinquent but is not
involved in loss mitigation, foreclosure,
bankruptcy or REO.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure flag VARCHAR2(2) Y=Active foreclosure N=No active foreclosure Servicer defined indicator that identifies
that the loan is involved in foreclosure
proceedings.
------------------------------------------------------------------------------------------------------------------------------------
Corporate expense NUMBER(10,2) Total of all cumulative expenses advanced by
balance the servicer for non-escrow expenses such as
but not limited to: FC fees and costs,
bankruptcy fees and costs, property
preservation and property inspections.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure DATE(MM/DD/YYYY) Actual date that the loan was referred to
attorney referral local counsel to begin foreclosure
date proceedings.
------------------------------------------------------------------------------------------------------------------------------------
D-2-2
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure NUMBER(15,2) Value obtained during the foreclosure
valuation amount process. Usually as a result of a BPO and
typically used to calculate the bid.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure DATE(MM/DD/YYYY) Date that foreclosure valuation amount was
valuation date completed by vendor or property management
company.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure VARCHAR2(80) BPO=Broker's Price Opinion Appraisal=Appraisal Name of vendor or management company that
valuation source provided the foreclosure valuation amount.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011A DATE(MM/DD/YYYY) Actual date that the FHA 27011A claim was
transmitted date submitted to HUD.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011 B DATE(MM/DD/YYYY) Actual date that the FHA 27011B claim was
transmitted date submitted to HUD.
------------------------------------------------------------------------------------------------------------------------------------
VA LGC/ FHA Case VARCHAR2(15) Number that is assigned individually to the
number loan by either HUD or VA at the time of
origination. The number is located on the
Loan Guarantee Certificate (LGC) or the
Mortgage Insurance Certificate (MIC).
------------------------------------------------------------------------------------------------------------------------------------
FHA Part A funds DATE(MM/DD/YYYY) Actual date that funds were received from
received date HUD as a result of transmitting the 27011A
claim.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure DATE(MM/DD/YYYY) Actual date that the foreclosure sale was
actual sale date held.
------------------------------------------------------------------------------------------------------------------------------------
Servicer loan VARCHAR2(15) Individual number that uniquely identifies
number loan as defined by servicer.
------------------------------------------------------------------------------------------------------------------------------------
Loan type VARCHAR2(2) 1=FHA Residential 2=VA Residential Type of loan being serviced generally
3=Conventional w/o PMI 4=Commercial defined by the existence of certain types of
5=FHA Project 6=Conventional w/PMI insurance. (ie: FHA, VA, conventional
7=HUD 235/265 8=Daily Simple Interest Loan insured, conventional uninsured, SBA, etc.)
9=Farm Loan U=Unknown
S=Sub prime
------------------------------------------------------------------------------------------------------------------------------------
Loss mit approval DATE(MM/DD/YYYY) The date determined that the servicer and
date mortgagor agree to pursue a defined loss
mitigation alternative.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit flag VARCHAR2(2) Y=Active loss mitigation N=No active loss mitigation Servicer defined indicator that identifies
that the loan is involved in completing a
loss mitigation alternative.
------------------------------------------------------------------------------------------------------------------------------------
D-2-3
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Loss mit removal DATE(MM/DD/YYYY) The date that the mortgagor is denied loss
date mitigation alternatives or the date that the
loss mitigation alternative is completed
resulting in a current or liquidated loan.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit type VARCHAR2(2) L=Loss Mitigation LT=Litigation pending The defined loss mitigation alternative
NP=Pending non-performing sale CH=Charge off identified on the loss mit approval date.
DI=Deed in lieu FB=Forbearance plan
MO=Modification PC=Partial claim
SH=Short sale VA=VA refunding
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value NUMBER(10,2) Value obtained typically from a BPO prior to
foreclosure sale intended to aid in the
completion of loss mitigation activity.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value DATE(MM/DD/YYYY) Name of vendor or management company that
date provided the loss mitigation valuation
amount.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value VARCHAR2(15) BPO=Broker's Price Opinion Appraisal=Appraisal Date that the loss mitigation valuation
source amount was completed by vendor or property
management company.
------------------------------------------------------------------------------------------------------------------------------------
MI certificate VARCHAR2(15) A number that is assigned individually to
number the loan by the PMI company at the time of
origination. Similar to the VA LGC/FHA Case
Number in purpose.
------------------------------------------------------------------------------------------------------------------------------------
LPMI Cost NUMBER(7,7) The current premium paid to the PMI company
for Lender Paid Mortgage Insurance.
------------------------------------------------------------------------------------------------------------------------------------
Occupancy status VARCHAR2(1) O=Owner occupied T=Tenant occupied The most recent status of the property
U=Unknown V=Vacant regarding who if anyone is occupying the
property. Typically a result of a routine
property inspection.
------------------------------------------------------------------------------------------------------------------------------------
First Vacancy DATE(MM/DD/YYYY) The date that the most recent occupancy
date/Occupancy status was determined. Typically the date
status date of the most recent property inspection.
------------------------------------------------------------------------------------------------------------------------------------
Original loan NUMBER(10,2) Amount of the contractual obligations (ie:
amount note and mortgage/deed of trust).
------------------------------------------------------------------------------------------------------------------------------------
Original value NUMBER(10,2) Appraised value of property as of
amount origination typically determined through the
appraisal process.
------------------------------------------------------------------------------------------------------------------------------------
D-2-4
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Origination date DATE(MM/DD/YYYY) Date that the contractual obligations (ie:
note and mortgage/deed of trust) of the
mortgagor was executed.
------------------------------------------------------------------------------------------------------------------------------------
FHA Part B funds DATE(MM/DD/YYYY) Actual date that funds were received from
received date HUD as a result of transmitting the 27011B
claim.
------------------------------------------------------------------------------------------------------------------------------------
Post petition due DATE(MM/DD/YYYY) The post petition due date of a loan
date involved in a chapter 13 bankruptcy.
------------------------------------------------------------------------------------------------------------------------------------
Property VARCHAR2(2) 1=Excellent 2=Good Physical condition of the property as most
condition 3=Average 4=Fair recently reported to the servicer by vendor
5=Poor 6=Very poor or property management company.
------------------------------------------------------------------------------------------------------------------------------------
Property type VARCHAR2(2) 1=Single family 2=Town house Type of property secured by mortgage such
3=Condo 4=Multifamily 5=Other as: single family, 2-4 unit, etc.
6=Prefabricated B=Commercial C=Land only
7=Mobile home U=Unknown D=Farm
A=Church P=PUD R=Row house
O=Co-op M=Manufactured housing 24=2-4 family
CT=Condotel MU=Mixed use
------------------------------------------------------------------------------------------------------------------------------------
Reason for VARCHAR2(3) 001=Death of principal mtgr 02=Illness of principal mtgr Cause of delinquency as identified by
default 003=Illness of mtgr's family member mortgagor.
004=Death of mtgr's family member 005=Marital difficulties
006=Curtailment of income 007=Excessive obligations
008=Abandonment of property 009=Distant employee transfer
011=Property problem 012=Inability to sell property
013=Inability to rent property 014=Military service
015=Other 016=Unemployment
017=Business failure 019=Casualty loss
022=Energy-Environment costs 023=Servicing problems
026=Payment adjustment 027=Payment dispute
029=Transfer ownership pending 030=Fraud
031=Unable to contact borrower INC=Incarceration
------------------------------------------------------------------------------------------------------------------------------------
D-2-5
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
REO repaired NUMBER(10,2) The projected value of the property that is
value adjusted from the "as is" value assuming
necessary repairs have been made to the
property as determined by the
vendor/property management company.
------------------------------------------------------------------------------------------------------------------------------------
REO list price NUMBER(15,2) The most recent listing/pricing amount as
adjustment amount updated by the servicer for REO properties.
------------------------------------------------------------------------------------------------------------------------------------
REO list price DATE(MM/DD/YYYY) The most recent date that the servicer
adjustment date advised the agent to make an adjustment to
the REO listing price.
------------------------------------------------------------------------------------------------------------------------------------
REO value (as is) NUMBER(10,2) The value of the property without making any
repairs as determined by the vendor/property
management company.
------------------------------------------------------------------------------------------------------------------------------------
REO actual DATE(MM/DD/YYYY) The actual date that the sale of the REO
closing date property closed escrow.
------------------------------------------------------------------------------------------------------------------------------------
REO flag VARCHAR2(7) Y=Active REO N=No active REO Servicer defined indicator that identifies
that the property is now Real Estate Owned.
------------------------------------------------------------------------------------------------------------------------------------
REO original DATE(MM/DD/YYYY) The initial/first date that the property was
list date listed with an agent as an REO.
------------------------------------------------------------------------------------------------------------------------------------
REO original NUMBER(15,2) The initial/first price that was used to
list price list the property with an agent as an REO.
------------------------------------------------------------------------------------------------------------------------------------
REO net sales NUMBER(10,2) The actual REO sales price less closing
proceeds costs paid. The net sales proceeds are
identified within the HUD1 settlement
statement.
------------------------------------------------------------------------------------------------------------------------------------
REO sales price NUMBER(10,2) Actual sales price agreed upon by both the
purchaser and servicer as documented on the
HUD1 settlement statement.
------------------------------------------------------------------------------------------------------------------------------------
REO scheduled DATE(MM/DD/YYYY) The date that the sale of the REO property
close date is scheduled to close escrow.
------------------------------------------------------------------------------------------------------------------------------------
REO value date DATE(MM/DD/YYYY) Date that the vendor or management company
completed the valuation of the property
resulting in the REO value (as is).
------------------------------------------------------------------------------------------------------------------------------------
REO value source VARCHAR2(15) BPO=Broker's Price Opinion Name of vendor or management company that
Appraisal=Appraisal provided the REO value (as is).
------------------------------------------------------------------------------------------------------------------------------------
D-2-6
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Repay first due DATE(MM/DD/YYYY) The due date of the first scheduled payment
date due under a forbearance or repayment plan
agreed to by both the mortgagor and
servicer.
------------------------------------------------------------------------------------------------------------------------------------
Repay next due DATE(MM/DD/YYYY) The due date of the next outstanding payment
date due under a forbearance or repayment plan
agreed to by both the mortgagor and
servicer.
------------------------------------------------------------------------------------------------------------------------------------
Repay plan DATE(MM/DD/YYYY) The servicer defined date upon which the
broken/ servicer considers that the plan is no
reinstated/closed longer in effect as a result of plan
date completion or mortgagor's failure to remit
payments as scheduled.
------------------------------------------------------------------------------------------------------------------------------------
Repay plan DATE(MM/DD/YYYY) The date that both the mortgagor and
created date servicer agree to the terms of a forbearance
or repayment plan.
------------------------------------------------------------------------------------------------------------------------------------
SBO loan number NUMBER(9) Individual number that uniquely identifies
loan as defined by Aurora Master Servicing.
------------------------------------------------------------------------------------------------------------------------------------
Escrow balance/ NUMBER(10,2) The positive or negative account balance
advance balance that is dedicated to payment of hazard
insurance, property taxes, MI, etc. (escrow
items only)
------------------------------------------------------------------------------------------------------------------------------------
Title approval DATE(MM/DD/YYYY) The actual date that the title approval was
letter received received as set forth in the HUD title
date approval letter.
------------------------------------------------------------------------------------------------------------------------------------
Title package DATE(MM/DD/YYYY) The actual date that the title package was
HUD/VA date submitted to either HUD or VA.
------------------------------------------------------------------------------------------------------------------------------------
VA claim funds DATE(MM/DD/YYYY) The actual date that funds were received by
received date the servicer from the VA for the expense
claim submitted by the servicer.
------------------------------------------------------------------------------------------------------------------------------------
VA claim DATE(MM/DD/YYYY) The actual date that the expense claim was
submitted date submitted by the servicer to the VA.
------------------------------------------------------------------------------------------------------------------------------------
VA first funds NUMBER(15,2) The amount of funds received by the servicer
received amount from VA as a result of the specified bid.
------------------------------------------------------------------------------------------------------------------------------------
VA first funds DATE(MM/DD/YYYY) The date that the funds from the specified
received date bid were received by the servicer from the
VA.
------------------------------------------------------------------------------------------------------------------------------------
VA XXX submitted DATE(MM/DD/YYYY) Actual date that the Notice of Election to
date Convey was submitted to the VA.
------------------------------------------------------------------------------------------------------------------------------------
D-2-7
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Zip Code VARCHAR2(5) US postal zip code that corresponds to
property location.
------------------------------------------------------------------------------------------------------------------------------------
FNMA Delinquency VARCHAR2(3) 09=Forbearance 17=Preforeclosure sale The code that is electronically reported to
status code 24=Drug seizure 26=Refinance 27=Assumption FNMA by the servicer that reflects the
28=Modification 29=Charge-off 30=Third-party sale current defaulted status of a loan. (ie: 65,
31=Probate 32=Military indulgence 43=Foreclosure 67, 43 or 44)
44=Deed-in-lieu 49=Assignment 61=Second lien
62=VA no-bid 63=VA Refund 64=VA Buydown
65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 67=Ch. 13 bankruptcy
------------------------------------------------------------------------------------------------------------------------------------
FNMA delinquency VARCHAR2(3) 001=Death of principal mtgr 002=Illness of principal mtgr The code that is electronically reported to
reason code 003=Illness of mtgr's family member 004=Death of mtgr's family member FNMA by the servicer that describes the
005=Marital difficulties 006=Curtailment of income circumstance that appears to be the primary
007=Excessive obligations 008=Abandonment of property contributing factor to the 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 NUMBER(10,2) Money held in escrow by the mortgage company
balance through completion of repairs to property.
------------------------------------------------------------------------------------------------------------------------------------
Investor number NUMBER (10,2) Unique number assigned to a group of loans
in the servicing system.
------------------------------------------------------------------------------------------------------------------------------------
D-2-8
EXHIBIT E
ANNUAL CERTIFICATION
Re: Structured Adjustable Rate Mortgage Loan Trust, Mortgage Pass-Through
Certificates, Series 2005-18
---------------------------------------------------------------------
I, [identify the certifying individual], a [title] of Xxxxx Fargo Bank, National
Association (the "Servicer"), certify to [identify the company submitting to
SEC], and its officers, directors, agents and affiliates (in its role as
[identify role] the "Sarbanes Certifying Party"), and with the knowledge and
intent that they will rely upon this certification, that:
1. Based on my knowledge, the information relating to the Mortgage Loans and
the servicing thereof submitted by the Servicer to the Sarbanes Certifying
Party which is used in connection with preparation of the reports on Form
8-K and the annual report on Form 10-K filed with the SEC with respect to
each transaction listed on the attached Exhibit A, taken as a whole, does
not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of
the date of this certification;
2. The servicing information required to be provided to the Sarbanes
Certifying Party by the Servicer under the relevant servicing agreements
has been provided to the Sarbanes Certifying Party;
3. I am responsible for reviewing the activities performed by the Servicer
under the relevant servicing agreements and based upon the review required
by the relevant servicing agreements, and except as disclosed in the Annual
Statement of Compliance, the Annual Independent Public Accountant's
Servicing Report and all servicing reports, officer's certificates and
other information relating to the servicing of the Mortgage Loans submitted
to the Sarbanes Certifying Party, the Servicer has, as of the date of this
certification fulfilled its obligations under the relevant servicing
agreements; and
4. I have disclosed to the Sarbanes Certifying Party all significant
deficiencies relating to the Servicer's compliance with the minimum
servicing standards in accordance with a review conducted in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or similar
standard as set forth in the relevant servicing agreements.
5. The Servicer shall indemnify and hold harmless the Sarbanes Certifying
Party and its officers, directors, agents and affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments and other costs and expenses arising out of or
based upon a breach by the Servicer or any of its officers, directors,
agents or affiliates of its obligations under this Certification or the
negligence, bad faith or willful misconduct of the Servicer in connection
therewith. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Sarbanes Certifying Party, then the
Servicer agrees that it shall contribute to the amount paid or payable by
the Sarbanes Certifying Party as a result of the losses, claims, damages or
liabilities of the Sarbanes Certifying Party in such proportion as is
appropriate to reflect the relative fault of the Sarbanes Certifying Party
on the one hand and the Servicer on the other in connection with a breach
of the Servicer's obligations under this Certification or the Servicer's
negligence, bad faith or willful misconduct in connection therewith.
E-1
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Servicer.
Dated: By:
------------------- -----------------------------------
Name:
-----------------------------------
Title:
---------------------------------
E-2
Exhibit F
Assignment and Assumption Agreement
[Intentionally Omitted]
F-1
