EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered
into as of the 1st day of May, 2005, by and between XXXXXX BROTHERS HOLDINGS
INC., a Delaware corporation (the "Seller"), and SUNTRUST MORTGAGE, INC., a
Virginia corporation (the "Servicer") having an office at 0000 Xxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx 00000, recites and provides as follows:
RECITALS
WHEREAS, Centre Capital Group, Inc. ("CCGI") acquired certain first
lien, fixed and adjustable rate, conventional mortgage loans on a
servicing-retained basis from the Servicer, which mortgage loans were either
originated or acquired by the Servicer.
WHEREAS, such mortgage loans are currently being serviced by the
Servicer for CCGI pursuant to a Master Servicing Agreement for Fixed and
Adjustable Rate Mortgage Loans (the "Master Servicing Agreement"), dated as of
May 1, 2000 and annexed as Exhibit B hereto, by and between CCGI, as owner, and
the Servicer, as servicer.
WHEREAS, pursuant to the Master Mortgage Loan Purchase and Warranties
Agreement, dated as of February 1, 2002 (the "Master Mortgage Loan Purchase
Agreement"), annexed as Exhibit C hereto, Xxxxxx Brothers Bank, FSB (the "Bank")
has purchased or received from CCGI all of CCGI's right, title and interest in
and to certain of the mortgage loans currently serviced under the Master
Servicing Agreement (hereinafter, the "Mortgage Loans") and assumed for the
benefit of the Servicer the rights and obligations of CCGI as owner under such
Agreement.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated May
1, 2005 (the "Assignment and Assumption Agreement") annexed as Exhibit G 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 Master Servicing
Agreement 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 Master Mortgage Loan Purchase Agreement.
WHEREAS, the Seller has conveyed certain of the Mortgage Loans, as
identified on Exhibit D hereto (the "Serviced Mortgage Loans"), to Structured
Asset Securities Corporation, a Delaware special purpose corporation ("SASCO"),
which in turn has conveyed the Serviced Mortgage Loans to Citibank, N.A. (the
"Trustee"), pursuant to a trust agreement dated as of May 1, 2005 (the "Trust
Agreement"), among the Trustee, Aurora Loan Services LLC, 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 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 (with the consent of the Master Servicer) to terminate the
rights and obligations of the Servicer hereunder at any time without cause in
accordance with Section 9.02 of the Master Servicing Agreement and to the other
conditions set forth herein.
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WHEREAS, the Seller and the Servicer agree that the provisions of the
Master Servicing Agreement shall continue to apply to the Serviced Mortgage
Loans, except to the extent otherwise provided herein and that this Agreement
shall constitute a Reconstitution Agreement (as such term is defined in the
Master Servicing Agreement) which shall govern the Serviced Mortgage Loans for
so long as such Serviced Mortgage Loans remain subject to the provisions of the
Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall
be obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right under the
conditions specified herein to terminate for cause the rights and obligations of
the Servicer under this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this Agreement,
including Exhibit A hereto and any provisions of the Master Servicing Agreement
incorporated by reference herein (regardless of whether such terms are defined
in the Master Servicing Agreement), shall have the meanings ascribed to such
terms in the Trust Agreement.
2. 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 Master Servicing
Agreement, except as otherwise provided herein and on Exhibit A hereto, and that
the provisions of the Master Servicing Agreement, as so modified, are and shall
be a part of this Agreement to the same extent as if set forth herein in full.
The Seller acknowledges that all of its rights and obligations as Owner under
the Master Servicing Agreement as reconstituted herein pursuant to this
Agreement shall continue in full force and effect.
3. 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 SASCO
2005-11H Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as the Seller, as owner, under the Master Servicing
Agreement to enforce the obligations of the Servicer under the Master Servicing
Agreement and the term "Owner" as used in the Master Servicing Agreement in
connection with any rights of the Owner 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
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Agreement, which failure results in an Event of Default as provided in Section
9.01 of the Master Servicing Agreement. Notwithstanding anything herein to the
contrary, in no event shall the Master Servicer assume any of the obligations of
the Seller under the Master Servicing Agreement; and in connection with the
performance of the Master Servicer's duties hereunder, the parties and other
signatories hereto agree that the Master Servicer shall be entitled to all of
the rights, protections and limitations of liability afforded to the Master
Servicer under the Trust Agreement.
4. 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 in connection with the
transactions contemplated by the Trust Agreement and issuance of the
Certificates issued pursuant thereto. The Servicer hereby restates as of the
Closing Date the representations and warranties made in Section 6.01 of the
Master Servicing Agreement.
5. 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 - Master Servicing
SASCO 0000-00X
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: SASCO 2005-11H
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
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Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Citibank Agency and Trust (SASCO 0000-00X)
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
With a copy to:
Dechert, LLP
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 the address of its office as set forth in the first paragraph of
this Agreement, to the attention of Investor Services Manager; Telephone:
000-000-0000; Telecopier: 000-000-0000.
6. 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.
7. 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.
8. Reconstitution. The Seller and the Servicer agree that this Agreement is
a "Reconstitution Agreement" and that the date hereof is the "Reconstitution
Date", each as defined in the Master Servicing Agreement.
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Owner
By:
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
SUNTRUST MORTGAGE, INC.,
as Servicer
By:
------------------------------------
Name:
Title:
ACKNOWLEDGED BY:
AURORA LOAN SERVICES LLC,
as Master Servicer
By:
------------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
CITIBANK, N.A.,
as Trustee
By:
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
EXHIBIT A
Modifications to the Master Servicing Agreement
1. Unless otherwise specified herein, any provisions of the Master Servicing
Agreement, including definitions, relating to (i) representations and
warranties of the Owner and (ii) Whole-Loan Transfers, Pass-Through
Transfers, Acknowledgement Agreements, Closing Dates, Cut-off Dates and
First Remittance Dates shall be disregarded. Unless otherwise specified
herein, for purposes of this Agreement, the exhibits to the Master
Servicing Agreement and all references to such exhibits shall also be
disregarded.
2. The definition of "Custodial Agreement" in Article I is hereby amended in
its entirety to read as follows:
"Custodial Agreement" means the Trust Agreement.
3. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
"Custodian" means Xxxxx Fargo Bank, National Association.
4. The definition of "Due Period" in Article I is hereby amended in its
entirety to read as follows:
"Due Period": With respect to each Remittance Date, the period commencing
on the second day of the month immediately preceding the month of such
Remittance Date and ending on the first day of the month of such Remittance
Date.
5. The definition of "Eligible Investments" in Article I is hereby amended in
its entirety to read as follows:
"Eligible Investments": Any one or more of the obligations and securities
listed below which investment provides for a date of maturity not later
than the Determination Date in each month:
(i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of
America or any agency or instrumentality of the United States of
America the obligations of which are backed by the full faith and
credit of the United States of America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in, certificates
of deposits of, or bankers' acceptances issued by, any depository
institution or trust company (including U.S. subsidiaries of foreign
depositories and the Trustee or any agent of the Trustee, acting in
its respective commercial capacity) incorporated or organized under
the laws of the United States of America or any state thereof and
subject to supervision and examination by federal or state banking
authorities, so long as at the time of investment or the contractual
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commitment providing for such investment the commercial paper or other
short-term debt obligations of such depository institution or trust
company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the commercial
paper or other short-term debt or deposit obligations of such holding
company or deposit institution, as the case may be) have been rated by
each Rating Agency in its highest short-term rating category or one of
its two highest long-term rating categories;
(iii) repurchase agreements collateralized by Direct Obligations
or securities guaranteed by Xxxxxx Xxx, Xxxxxx Xxx or Xxxxxxx Mac with
any registered broker/dealer subject to Securities Investors'
Protection Corporation jurisdiction or any commercial bank insured by
the FDIC, if such broker/dealer or bank has an uninsured, unsecured
and unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of
America or any state thereof which have a credit rating from each
Rating Agency, at the time of investment or the contractual commitment
providing for such investment, at least equal to one of the two
highest long-term credit rating categories of each Rating Agency;
provided, however, that securities issued by any particular
corporation will not be Eligible Investments to the extent that
investment therein will cause the then outstanding principal amount of
securities issued by such corporation and held as part of the Trust
Fund to exceed 20% of the sum of the aggregate principal balance of
the Mortgage Loans; provided, further, that such securities will not
be Eligible Investments if they are published as being under review
with negative implications from either Rating Agency;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand or on a specified date not more than 180 days after the date of
issuance thereof) rated by each Rating Agency in its highest
short-term rating category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of
the United States of America or its agencies or instrumentalities
(which obligations are backed by the full faith and credit of the
United States of America) held by a custodian in safekeeping on behalf
of the holders of such receipts; and
(viii) any other demand, money market, common trust fund or time
deposit or obligation, or interest-bearing or other security or
investment, (A) rated in the highest rating category by each Rating
Agency or (B) that would not adversely affect the then-current rating
by each Rating Agency of any of the Certificates. Such investments in
this subsection (viii) may include money market mutual funds or common
trust funds, including any fund for which the Trustee,
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the Master Servicer or an affiliate thereof serves as an investment
advisor, administrator, shareholder servicing agent, and/or custodian
or subcustodian, notwithstanding that (x) the Trustee, the Master
Servicer or an affiliate thereof charges and collects fees and
expenses from such funds for services rendered, (y) the Trustee, the
Master Servicer or an affiliate thereof charges and collects fees and
expenses for services rendered pursuant to this Agreement and (z)
services performed for such funds and pursuant to this Agreement may
converge at any time, provided, however, that no such instrument shall
be an Eligible Investment if such instrument evidences either (1) a
right to receive only interest payments with respect to the
obligations underlying such instrument or (2) both principal and
interest payments derived from obligations underlying such instrument
and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the
yield to maturity at par of such underlying obligations.
6. The definition of "Xxxxxx Mae" is hereby added to Article I to immediately
follow the definition of "Xxxxxxx Mac":
"Xxxxxx Mae": The Government National Mortgage Association, or any
successor thereto.
7. The definition of "Monthly Advance" in Article I is hereby amended in its
entirety to read as follows:
"Monthly Advance" means, with respect to each Remittance Date and each
Mortgage Loan, an amount equal to the Monthly Payment (with the interest
portion of such Monthly Payment adjusted to the Mortgage Loan Remittance
Rate) that was due on the Mortgage Loan, and that (i) was delinquent at the
close of business on the related Determination Date and (ii) was not the
subject of a previous Monthly Advance, but only to the extent that such
amount is expected, in the reasonable judgment of the Servicer, to be
recoverable from collections or other recoveries in respect of such
Mortgage Loan.
8. The definition of "Mortgage Loan" in Article I is hereby amended in its
entirety to read as follows:
"Mortgage Loan": An individual servicing retained Mortgage Loan which has
been assigned by CCGI to the Bank pursuant to the Master Mortgage Loan
Purchase Agreement and by the Bank to the Seller pursuant to the Assignment
and Assumption Agreement and is subject to this Agreement being identified
on the Mortgage Loan Schedule to this Agreement, which Mortgage Loan
includes without limitation the Mortgage Loan documents, the Monthly
Reports, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds and all other
rights, benefits, proceeds and obligations arising from or in connection
with such Mortgage Loan.
9. The definition of "Mortgage Loan Schedule" in Article I is hereby amended
in its entirety to read as follows:
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"Mortgage Loan Schedule": The schedule of Mortgage Loans setting forth
certain information with respect to the Mortgage Loans which were acquired
by the Bank pursuant to the Master Mortgage Loan Purchase Agreement, which
Mortgage Loan Schedule is attached as Exhibit D to this Agreement.
10. The definition of "Opinion of Counsel" in Article I is hereby amended by
replacing the period at the end of such definition with a semicolon and
adding the following proviso:
provided that any Opinion of Counsel relating to (a) qualification of the
Mortgage Loans in a REMIC or (b) compliance with the REMIC Provisions, must
be an opinion of counsel who (i) is in fact independent of the Servicer and
the Master Servicer of the Mortgage Loans, (ii) does not have any material
direct or indirect financial interest in the Servicer or the Master
Servicer of the Mortgage Loans or in an affiliate of either and (iii) is
not connected with the Servicer or the Master Servicer of the Mortgage
Loans as an officer, employee, director or person performing similar
functions.
11. The definition of "Prepayment Interest Shortfall Amount" in Article I is
hereby amended by inserting the words (i) "voluntary (not including
discounted payoffs)" between the words "a" and "Principal" in the second
line thereof, (ii) "or in part" between the words "full" and "during" in
the second line thereof and (iii) "for Principal Prepayments in full only"
at the end of the parenthetical appearing in the fourth ands fifth lines
thereof.
12. The definition of "Qualified Depository" is hereby amended and restated in
its entirety to read as follows:
"Qualified Depository": Any of(i) a federal or state-chartered depository
institution the accounts of which are insured by the FDIC and whose
commercial paper, short-term debt obligations or other short-term deposits
are rated at least "A-1+" by Standard & Poor's if the deposits are to be
held in the account for less than 30 days, or whose long-term unsecured
debt obligations are rated at least "AA-" by Standard & Poor's if the
deposits are to be held in the account for more than 30 days, or (ii) the
corporate trust department of a federal or state-chartered depository
institution subject to regulations regarding fiduciary funds on deposit
similar to Title 12 of the Code of Federal Regulations Section 9.10(b),
which, in either case, has corporate trust powers, acting in its fiduciary
capacity, or (iii) Xxxxxx Brothers Bank, FSB, a federal savings bank.
13. 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 Custodial Account and insuring a
minimum, fixed or floating rate of return on investments of such funds,
which contract or surety bond shall:
(a) be an obligation of an insurance company or other corporation
whose long-term debt is rated by each Rating Agency in one of its two
highest rating categories or, if such insurance company has no
long-term debt, whose claims paying ability is rated by each Rating
Agency in one of its two highest
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rating categories, and whose short-term debt is rated by each Rating
Agency in its highest rating category;
(b) provide that the Servicer may exercise all of the rights
under such contract or surety bond without the necessity of taking any
action by any other Person;
(c) provide that if at any time the then-current credit standing
of the obligor under such guaranteed investment contract is such that
continued investment pursuant to such contract of funds would result
in a downgrading of any rating of the Servicer, the Servicer shall
terminate such contract without penalty and be entitled to the return
of all funds previously invested thereunder, together with accrued
interest thereon at the interest rate provided under such contract to
the date of delivery of such funds to the Trustee;
(d) provide that the Servicer's interest therein shall be
transferable to any successor servicer or the Master Servicer
hereunder; and
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the Custodial Account, as the case
may be, not later than the Business Day prior to any Determination
Date.
14. The definition of "Servicing Fee" in Article I is hereby amended in its
entirety to read as follows:
"Servicing Fee": An amount equal to one-twelfth the product of (a) the
Servicing Fee Rate and (b) the outstanding principal balance of the
Mortgage Loan. The Servicing Fee is payable solely from the interest
portion (including recoveries with respect to interest from Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Disposition
Proceeds) of such Monthly Payment collected by the Servicer or as otherwise
provided under this Agreement.
15. The parties hereto acknowledge that Section 2.02 (Books and Records) shall
be modified to indicate that the Servicer shall prepare and execute at the
direction of the Seller any note endorsements in connection with transfer
of the Mortgage Loans to the Trust Fund as the Owner of the Mortgage Loans
and that the Seller shall pay for any fees associated with the preparation
and execution of such note endorsements to the Trust Fund.
16. The parties hereto acknowledge that Section 2.03 (Commencement of Servicing
Responsibilities) shall be inapplicable to this Agreement.
17. The parties hereto acknowledge that Section 2.04 (Custodial Agreement)
shall be inapplicable to this Agreement, as superseded by the provisions of
the Custodial Agreement and the Trust Agreement.
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18. The parties hereto acknowledge that Section 3.01 (Servicer to Service) is
hereby amended by adding the following sentences 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 Servicer shall forward to the Master
Servicer copies of any documents evidencing such assumption, modification,
consolidation or extension. Notwithstanding anything to the contrary
contained in this Agreement, the Servicer shall not make or permit any
modification, waiver or amendment of any term of any Mortgage Loan that
would cause any REMIC created under the Trust Agreement to fail to qualify
as a REMIC or result in the imposition of any tax under Section 860F(a) or
Section 860G(d) of the Code.
19. The parties hereto acknowledge that references to the "Owner" in the second
and third paragraphs of Section 3.02 shall refer to the Master Servicer,
except that the expense of any environmental inspection or review at the
request of the Master Servicer shall be an expense of the Trust Fund.
20. Section 3.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
(i) by changing the words "[Servicer]" in the fourth line of the first
paragraph to "SunTrust Mortgage, Inc.", "[Owner]" in the fourth line of the
first paragraph to "SASCO 2005-11H Trust Fund" and "Cut-off Date" in the
second paragraph to "close of business on May 1, 2005."; and
(ii) by adding the words "No later than thirty (30) days after the Closing
Date," to the beginning of the last sentence of the first paragraph.
21. Section 3.06 (Establishment of and Deposits to Escrow Account) is hereby
amended as follows:
(i) by changing the words "[Servicer] in trust for [Owner]" appearing in
the fourth line of the first paragraph thereof to "SunTrust Mortgage, Inc.
in trust for the SASCO 2005-11H Trust Fund."; and
(ii) by adding the words "No later than thirty (30) days after the Closing
Date," to the beginning of the last sentence of the first paragraph.
22. The parties acknowledge that Section 3.18 (Title, Management and
Disposition of REO Property) is hereby amended by (i) adding the following
sentences at the end of such Section:
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
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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.
and (ii) adding two new paragraphs after the second paragraph thereof to read as
follows:
In the event that the Trust Fund acquires any REO Property in connection
with a default or imminent default on a Mortgage Loan, the Servicer shall
dispose of such REO Property not later than the end of the third taxable
year after the year of its acquisition by the Trust Fund unless the
Servicer has applied for and received a grant of extension from the
Internal Revenue Service to the effect that, under the REMIC Provisions and
any relevant proposed legislation and under applicable state law, the
applicable Trust REMIC may hold REO Property for a longer period without
adversely affecting the REMIC status of such REMIC or causing the
imposition of a federal or state tax upon such REMIC. If the Servicer has
received such an extension, then the Servicer shall continue to attempt to
sell the REO Property for its fair market value for such period longer than
three years as such extension permits (the "Extended Period"). If the
Servicer has not received such an extension and the Servicer is unable to
sell the REO Property within the period ending 3 months before the end of
such third taxable year after its acquisition by the Trust Fund or if the
Servicer has received such an extension, and the Servicer is unable to sell
the REO Property within the period ending three months before the close of
the Extended Period, the Servicer shall, before the end of the three year
period or the Extended Period, as applicable, (i) purchase such REO
Property at a price equal to the REO Property's fair market value or (ii)
auction the REO Property to the highest bidder (which may be the Servicer)
in an auction reasonably designed to produce a fair price prior to the
expiration of the three-year period or the Extended Period, as the case may
be. The Trustee shall sign any document or take any other action reasonably
requested by the Servicer which would enable the Servicer, on behalf of the
Trust Fund, to request such grant of extension.
Notwithstanding any other provisions of this Agreement, no REO Property
acquired by the Trust Fund shall be rented (or allowed to continue to be
rented) or otherwise used 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 Servicer has agreed to indemnify and hold harmless the
Trust Fund with respect to the imposition of any such taxes.
23. Section 4.01 (Remittances) is hereby amended by replacing the word "second"
in the second paragraph of such Section with the word "first", 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:
X-0
XXXxxxxx Xxxxx Xxxx, X.X.
Xxx Xxxx, Xxx Xxxx
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 SASCO 2005-11H
24. Section 4.02 (Statements to Owner) is hereby amended in its entirety to
read as follows:
4.02 Statements to the Master Servicer.
(a) Not later than the tenth calendar day of each month or, if
such calendar day is not a Business Day, the immediately preceding
Business Day, the Servicer shall furnish to the Master Servicer: (i) a
monthly remittance advice in the format set forth in Exhibit E-l
hereto and a monthly defaulted loan report in the format set forth in
Exhibit E-2 hereto (or in such other format mutually agreed upon by
the Servicer and Master Servicer) (collectively, the "Monthly
Remittance Advice") as to the accompanying remittance and the period
ending on the last calendar day of the preceding month and (ii) all
such information required pursuant to clause (i) above on a magnetic
tape or other similar media reasonably accepted by the Master Servicer
to the extent such information may be obtained from the Servicer's
electronic servicing system.
(b) Beginning with calendar year 2006, the Servicer shall prepare
and file any and all tax returns, information statements or other
filings for the portion of the tax year 2005 and the portion of
subsequent tax years for which the Servicer has serviced some or all
of the Mortgage Loans hereunder as such returns, information
statements or other filings are required to be delivered to any
governmental taxing authority or to the Master Servicer pursuant to
any applicable law with respect to the Mortgage Loans and the
transactions contemplated hereby. In addition, the Servicer shall
provide the Master Servicer with such information concerning the
Mortgage Loans as is necessary for the Master Servicer to prepare the
Trust Fund's federal income tax return as the Master Servicer may
reasonably request from time to time.
(c) The Monthly Remittance Advice shall also include on a current
and cumulative basis the amount of any (i) claims filed, (ii) claim
payments made, (iii) claims denied and (iv) policies cancelled with
respect to those Serviced Mortgage Loans covered by any PMI Policy or
LPMI Policy.
25. Section 4.03 (Monthly Advances by Servicer) is hereby amended by adding the
following new sentence immediately following the first sentence of such
section:
A-8
Any amounts held for future distribution and so used to make Monthly
Advances shall be replaced by the Servicer by deposit in the Custodial
Account on or before any future Remittance Date if funds in the Custodial
Account on such Remittance Date shall be less than payments to the Trust
Fund required to be made on such Remittance Date.
26. Section 5.01 (Servicing Compensation) is hereby amended by adding the
following sentence at the end of such Section:
The Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder and shall not be
entitled to reimbursement thereof except as specifically provided for
herein.
27. The first paragraph of Section 5.02 (Transfers of the Mortgaged Property)
is hereby amended in its entirety to read as follows:
The Servicer shall use its best efforts to enforce any
"due-on-sale" provision contained in any Mortgage or Mortgage Note and
to deny assumption by the person to whom the Mortgaged Property has
been or is about to be sold whether by absolute conveyance or by
contract of sale, and whether or not the Mortgagor remains liable on
the Mortgage and the Mortgage Note. When the Mortgaged Property has
been conveyed by the Mortgagor, the Servicer shall, to the extent it
has knowledge of such conveyance, exercise its rights to accelerate
the maturity of such Mortgage Loan under the "due-on-sale" clause
applicable thereto, provided, however, that the Servicer shall not
exercise such rights if prohibited by law from doing so or if the
exercise of such rights would impair or threaten to impair any
recovery under the related PMI Policy or LPMI Policy, if any.
The second paragraph is hereby amended by removing the phrase "or if
the Owner approves such assumption pursuant to the preceding paragraph"
from the first sentence.
28. Section 5.06 (Annual Independent Public Accountants' Servicing Report) is
hereby amended and restated in its entirety to read as follows:
Section 5.06 Annual Audit Report.
On or before March 15th of each year, beginning in the year 2006, the
Servicer shall, at its own expense, cause a firm of independent public
accountants (who may also render other services to Servicer), which is a
member of the American Institute of Certified Public Accountants, to
furnish to the Seller and Master Servicer (i) year-end audited (if
available) financial statements of the Servicer and (ii) a statement to the
effect that such firm has examined certain documents and records for the
preceding fiscal year (or during the period from the date of commencement
of such Servicer's duties hereunder until the end of such preceding fiscal
year in the case of the first such certificate) and that, on the basis of
such examination conducted substantially in compliance with the Uniform
Single Attestation Program for Mortgage Bankers, such firm is of the
opinion that Servicer's
A-9
overall servicing operations have been conducted in compliance with the
Uniform Single Attestation Program for Mortgage Bankers except for such
exceptions that, in the opinion of such firm, the Uniform Single
Attestation Program for Mortgage Bankers requires it to report, in which
case such exceptions shall be set forth in such statement.
29. A new Section 5.07 is hereby added to the Master Servicing Agreement to
read as follows:
Section 5.07 Annual Officer's Certificate.
On or before March 15th of each year, beginning in the year 2006, the
Servicer, at its own expense, will deliver to the Seller and the Master
Servicer a Servicing Officer's certificate stating, as to each signer
thereof, that (i) a review of the activities of the Servicer during such
preceding fiscal year and of performance under this Agreement has been made
under such officers' supervision and (ii) to the best of such officers'
knowledge, based on such review, the Servicer has fulfilled all its
obligations under this Agreement for such year, or, if there has been a
default in the fulfillment of all such obligations, specifying each such
default known to such officer and the nature and status thereof including
the steps being taken by the Servicer to remedy such default.
30. A new Section 5.08 is hereby added to the Master Servicing Agreement to
read as follows:
Section 5.08 Servicing Officer's Certificate.
By March 15th of each year (or if not a Business Day, the immediately
preceding Business Day) beginning in the year 2006, or at any other time
upon thirty (30) days written request, an officer of the Seller shall
execute and deliver an Officer's Certificate substantially in the form of
Exhibit F attached hereto, signed by the senior officer in charge of
servicing of the Seller or any officer to whom that officer reports, to the
Master Servicer and Depositor for the benefit of such the Master Servicer
and their respective officers, directors and affiliates. Notwithstanding
the foregoing, in the event that as to any year a report on Form 10-K is
not required to be filed with the Securities and Exchange Commission with
respect to the related securitization transaction for the prior calendar
year, then (i) the Depositor shall notify the Seller of that fact and (ii)
the Seller shall not be required to provide the Officer's Certificate
described in this subsection (a).
31. The second, third and fourth paragraphs of Section 6.02 (Remedies for
Breach of Representations and Warranties of the Servicer) are hereby
restated to read as follows:
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
6.01 which materially and adversely affects the ability of the Servicer to
perform its duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Mortgage 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 Trustee's
A-10
option, assign the Servicer's rights and obligations under this Agreement
(or respecting the affected Mortgage 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 10.01.
In addition, the Servicer shall indemnify (from its own funds) the
Trustee, the Trust Fund and the 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 6.02
constitute the sole remedies of the Master Servicer, the Trust Fund and the
Trustee respecting a breach of the foregoing representations and
warranties.
Any cause of action against the Servicer relating to or arising out of
the Breach of any representations and warranties made in Section 6.01 shall
accrue upon (i) discovery of such Breach by the Servicer or notice thereof
by the Trustee or Master Servicer to the Servicer, (ii) failure by the
Servicer to cure such breach within the applicable cure period and (iii)
demand upon the Servicer by the Trustee or the Master Servicer for
compliance with this Agreement.
32. The parties hereto acknowledge that Section 6.03 (Representations and
Warranties of the Owner), Section 6.04 (Remedies for Breach of
Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage
Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a
Whole Loan Transfer on One or More Reconstitution Dates) and Section 7.02
(Owner's Repurchase and Indemnification Obligations) are inapplicable to
this Agreement.
33. Section 7.03 (Indemnification; Third Party Claims) is hereby amended in its
entirety to read as follows:
The Servicer shall indemnify the Trust Fund, the Trustee and the
Master Servicer and hold each of them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and any other costs, fees and
expenses that any of such parties may sustain in any way related to the
failure of the Servicer to perform its duties and service the Mortgage
Loans in strict compliance with the terms of this Agreement. The Servicer
immediately shall notify the Seller, the Master Servicer and the Trustee or
any other relevant party if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans, assume (with the prior written
consent of the indemnified party) the defense of any such claim and pay all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against
it or any of such parties in respect of such claim. The Servicer shall
follow any written instructions received from the Trustee in connection
with such claim. The Trustee from the assets of the Trust Fund promptly
shall reimburse the Servicer for all amounts advanced by it pursuant to the
preceding sentence except when the claim is in any way related to the
Servicer's indemnification pursuant to Section 6.02, or the failure of the
Servicer to service and administer the Mortgage Loans in strict compliance
with the terms of this Agreement.
A-11
The Trust Fund shall indemnify the Servicer and hold it harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and any
other costs, fees and expenses that the Servicer may sustain in any way
related to the failure of the Trustee or the Master Servicer to perform its
duties in compliance with the terms of this Agreement.
In the event a dispute arises between an indemnified party and the
Servicer with respect to any of the rights and obligations of the parties
pursuant to this Agreement and such dispute is adjudicated in a court of
law, by an arbitration panel or any other judicial process, then the losing
party shall indemnify and reimburse the winning party for all attorney's
fees and other costs and expenses related to the adjudication of said
dispute.
34. Section 8.02 (Limitation on Liability of the Servicer and Others) is hereby
amended by changing the word "Owner" to "Trustee" where it appears in the
proviso to the third sentence thereof and the word "Owner" to "Trust Fund"
in the fourth sentence of such Section.
35. The first paragraph of Section 8.03 (Limitation on Resignation and
Assignment by Servicer) is hereby amended in its entirety to read as
follows:
The Servicer shall neither assign this Agreement or the servicing
hereunder or delegate its rights or duties hereunder or any portion hereof
(to other than a third party in the case of outsourcing routine tasks such
as taxes, insurance and property inspection, in which case the Servicer
shall be fully liable for such tasks as if the Servicer performed them
itself) or sell or otherwise dispose of all or substantially all of its
property or assets without the prior written consent of the Trustee and the
Master Servicer, which consent shall be granted or withheld in the
reasonable discretion of such parties, provided, however, that the Servicer
may assign its rights and obligations hereunder without prior written
consent of the Trustee and the Master Servicer to any entity that is
directly owned or controlled by the Servicer, and the Servicer guarantees
the performance of such entity hereunder. In the event of such assignment
by the Servicer, the Servicer shall provide the Trustee and the Master
Servicer with a written statement guaranteeing the successor entity's
performance of the Servicer's obligations under the Agreement.
References to "Owner" in the second and third paragraphs of Section
8.03 shall refer to the "Master Servicer acting at the direction, or with the
prior consent of, the Trustee".
36. Section 9.01 is hereby amended by changing the references to "Owner" in the
second and third paragraph of such section to "Master Servicer."
37. Section 9.02 (Termination Without Cause) is hereby amended in its entirety
to read as follows:
Section 9.02 Termination Without Cause.
This Agreement shall terminate upon: (i) the later of(a) the distribution
of the final payment or liquidation proceeds on the last Mortgage Loan to
the Owner (or advances by
A-12
the Servicer for the same) and (b) the disposition of all REO Property
acquired upon foreclosure of the last Mortgage Loan and the remittance of
all funds due hereunder, or (ii) mutual consent of the Servicer, the Seller
and the Master Servicer in writing or (iii) at the sole option of the
Seller, without cause, upon 30 days written notice. Any such notice of
termination shall be in writing and delivered to the Servicer by registered
mail to the address set forth at the beginning of this Agreement. The
Master Servicer, the Trustee and the Servicer shall comply with the
termination procedures set forth in Section 9.01 hereof and the procedures
set forth below, provided that, in the event the Seller terminates this
Agreement without cause in accordance with subclause (iii) above, the
Seller shall pay the Servicer a termination fee equal to 2.0% of the
aggregate unpaid balance of the Mortgage Loans as of such termination date.
In connection with any such termination referred to in clause (ii) or (iii)
above, the Seller will be responsible for reimbursing the Servicer for all
unreimbursed out-of-pocket Servicing Advances within 15 Business Days
following the date of termination and other reasonable and necessary
out-of-pocket costs associated with any transfer of servicing.
Notwithstanding and in addition to the foregoing, in the event that (i) a
Mortgage Loan becomes delinquent for a period of 90 days or more (a
"Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO
Property, the Seller may at its election terminate this Agreement (a) with
respect to such Delinquent Mortgage Loan or (b) REO Property, in each case,
upon 15 days' written notice to the Servicer. In the event of such
election, the Seller shall reimburse the Servicer for all unreimbursed
out-of-pocket Servicing Advances and Monthly Advances on the date of
termination and other reasonable and necessary out-of-pocket costs
associated with any transfer of servicing, including, but not limited to,
costs associated with the transfer of the related files to the Owner's
designee.
38. Section 10.01 (Successor to the 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 (a) pursuant to Sections 6.02, 7.03, 8.03,
9.01 or 9.02, the Master Servicer shall, in accordance with the provisions
of the Trust Agreement (i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this Agreement or
(ii) appoint a successor servicer meeting the eligibility requirements of
this Agreement set forth in Sections 8.01(i) and (ii) and which shall
succeed to all rights and assume all of the responsibilities, duties and
liabilities of the Servicer under this Agreement with the termination of
the Servicer's responsibilities, duties and liabilities under this
Agreement. Any successor to the Servicer that is not at that time a
servicer of other mortgage loans for the Trust Fund shall be subject to the
approval of the Master Servicer, the Seller, 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 Depositor, as applicable, may make such arrangements
for the compensation of such successor out
A-13
of payments on the Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of that
permitted the Servicer under this Agreement. In the event that the
Servicer's duties, responsibilities and liabilities under this Agreement
should be terminated pursuant to the aforementioned sections, the Servicer
shall discharge such duties and responsibilities during the period from the
date it acquires knowledge of such termination until the effective date
thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action
whatsoever that might impair or prejudice the rights or financial condition
of its successor. The resignation or removal of the Servicer pursuant to
the aforementioned sections shall not become effective until a successor
shall be appointed pursuant to this Section 10.01 and shall in no event
relieve the Servicer of the representations and warranties made pursuant to
Section 6.01 and the remedies available to the Trustee under Sections 6.02
and 7.03, it being understood and agreed that the provisions of such
Sections 6.01, 6.02 and 7.03 shall be applicable to the Servicer
notwithstanding any such resignation or termination of the Servicer, or the
termination of this Agreement.
Within a reasonable period of time, but in no event longer than 30
days of 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 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 Custodial Account or any Escrow
Account or thereafter received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Trustee, the Servicer and the Master Servicer an
instrument (i) accepting such appointment, wherein the successor shall make
the representations and warranties set forth in Section 6.01 and (ii)
assuming 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 9.01 and 9.02 shall not affect any
claims that the Master Servicer or the 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 (i) within three (3) Business Days to the
successor servicer the funds in the Custodial Account and Escrow Account
and (ii) within 30 Business Days all Mortgage Loan Documents and related
documents and statements held by it hereunder 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
A-14
and definitively vest in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer.
Upon a successor's acceptance of appointment as such, the Servicer
shall notify the Trustee and Master Servicer of such appointment in
accordance with the notice procedures set forth herein.
Except as otherwise provided in this Agreement, all reasonable costs
and expenses incurred in connection with any transfer of servicing
hereunder as a result of a termination of the Servicer for cause pursuant
to Section 9.01 of the Agreement, 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.
39. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03
(Closing Documents), Section 10.07 (Notices) and Section 10.16 (Exhibits)
are inapplicable to this Agreement.
40. A new Section 10.19 is hereby added to the Master Servicing Agreement to
read as follows:
Section 10.19 Intended Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties to
this Agreement agree that it is appropriate, in furtherance of the intent
of such parties as set forth herein, that the Master Servicer and the
Trustee receive the benefit of the provisions of this Agreement as intended
third party beneficiaries of this Agreement to the extent of such
provisions. The Servicer shall have the same obligations to the Master
Servicer and the Trustee as if they were parties to this Agreement, and the
Master Servicer and the Trustee shall have the same rights and remedies to
enforce the provisions of this Agreement as if they were parties to this
Agreement. The Servicer shall only take direction from the Master Servicer
(if direction by the Master Servicer is required under this Agreement)
unless otherwise directed by this Agreement. Notwithstanding the foregoing,
all rights and obligations of the Master Servicer and the Trustee hereunder
(other than the right to indemnification) shall terminate upon termination
of the Trust Agreement and of the Trust Fund pursuant to the Trust
Agreement.
A-15
EXHIBIT B
MASTER SERVICING AGREEMENT
(See Exhibit 99.6)
B-1
EXHIBIT C
MASTER MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
MORTGAGE LOAN SCHEDULE
[INTENTIONALLY OMITTED]
D-1
EXHIBIT E-1
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%
</TABLE>
E-1-1
<TABLE>
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 .00 IF PAIDOFF Number two decimals
</TABLE>
E-1-2
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
<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 DATE(MM/DD/YYYY) Actual date that the claim was submitted
filed date to the PMI company.
------------------------------------------------------------------------------------------------------------------------------------
Actual bankruptcy DATE(MM/DD/YYYY) Actual date that the bankruptcy petition
start date is filed with the court.
------------------------------------------------------------------------------------------------------------------------------------
Actual MI claim NUMBER(15,2) The amount of the claim that was filed
amount filed by 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
complete date proceedings are completed by local
counsel.
------------------------------------------------------------------------------------------------------------------------------------
Actual eviction DATE(MM/DD/YYYY) Actual date that the eviction
start date proceedings are commenced by local
counsel.
------------------------------------------------------------------------------------------------------------------------------------
Actual first legal DATE(MM/DD/YYYY) Actual date that foreclosure counsel
date filed the first legal action as defined
by state statute.
------------------------------------------------------------------------------------------------------------------------------------
Actual redemption DATE(MM/DD/YYYY) Actual date that the foreclosure
end 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
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
E-2-3
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
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
paid PMI company as a result of submitting an
MI claim.
------------------------------------------------------------------------------------------------------------------------------------
MI claim funds DATE(MM/DD/YYYY) Actual date that funds were received
received date from the PMI company as a result of
transmitting an MI claim.
------------------------------------------------------------------------------------------------------------------------------------
Current loan NUMBER(10,2) Current unpaid principal balance of the
amount loan 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 DATE(MM/DD/YYYY) Actual date that the dismissal or relief
relief/dismissal from stay order is entered by the
granted bankruptcy court.
------------------------------------------------------------------------------------------------------------------------------------
Date REO offer DATE(MM/DD/YYYY) Actual date of acceptance of an REO
accepted offer.
------------------------------------------------------------------------------------------------------------------------------------
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 Name of vendor or management company
source Appraisal=Appraisal that provided the delinquency valuation
amount.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency value DATE(MM/DD/YYYY) Date that the delinquency valuation
date amount was completed by vendor or
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
E-2-4
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
property management company.
------------------------------------------------------------------------------------------------------------------------------------
Delinquency flag VARCHAR2(2) Y=90+ delinq. Not in FC, Bky or Loss mit Servicer defined indicator that
N=Less than 90 days delinquent identifies that the loan is delinquent
but is not involved in loss mitigation,
foreclosure, bankruptcy or REO.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure flag VARCHAR2(2) Y=Active foreclosure N=No Servicer defined indicator that
active foreclosure identifies that the loan is involved in
foreclosure proceedings.
------------------------------------------------------------------------------------------------------------------------------------
Corporate expense NUMBER(10,2) Total of all cumulative expenses
balance 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 DATE(MM/DD/YYYY) Actual date that the loan was referred
attorney referral to local counsel to begin foreclosure
date proceedings.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure NUMBER(15,2) Value obtained during the foreclosure
valuation amount process. Usually as a result of a BPO
and typically used to calculate the bid.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure DATE(MM/DD/YYYY) Date that foreclosure valuation amount
valuation date was completed by vendor or property
management company.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure VARCHAR2(80) BPO=Broker's Price Opinion Name of vendor or management company
valuation source Appraisal=Appraisal that provided the foreclosure valuation
amount.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011A DATE(MM/DD/YYYY) Actual date that the FHA 27011A claim
transmitted date was submitted to HUD.
------------------------------------------------------------------------------------------------------------------------------------
FHA 27011 B DATE(MM/DD/YYYY) Actual date that the FHA 27011B claim
transmitted date was submitted to HUD.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
E-2-5
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
VA LGC/ FHA Case VARCHAR2(15) Number that is assigned individually to
number the loan by either HUD or VA at the time
of origination. The number is located on
the Loan Guarantee Certificate (LGC) or
the Mortgage Insurance Certificate
(MIC).
------------------------------------------------------------------------------------------------------------------------------------
FHA Part A funds DATE(MM/DD/YYYY) Actual date that funds were received
received date from HUD as a result of transmitting the
27011A claim.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure actual DATE(MM/DD/YYYY) Actual date that the foreclosure sale
sale date was held.
------------------------------------------------------------------------------------------------------------------------------------
Servicer loan VARCHAR2(15) Individual number that uniquely
number identifies loan as defined by servicer.
------------------------------------------------------------------------------------------------------------------------------------
Loan type VARCHAR2(2) 1=FHA Residential 2=VA Residential Type of loan being serviced generally
3=Conventional w/o PMI 4=Commercial defined by the existence of certain
5=FHA Project 6=Conventional w/PMI types of insurance. (ie: FHA, VA,
7=HUD 235/265 8=Daily Simple Interest Loan conventional insured, conventional
9=Farm Loan U=Unknown uninsured, SBA, etc.)
S=Sub prime
------------------------------------------------------------------------------------------------------------------------------------
Loss mit approval DATE(MM/DD/YYYY) The date determined that the servicer
date and 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.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit removal DATE(MM/DD/YYYY) The date that the mortgagor is denied
date loss mitigation alternatives or the date
that the loss mitigation alternative is
completed resulting in a current or
liquidated loan.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
E-2-6
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
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
DI=Deed in lieu FB= Forbearance plan date.
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
date that provided the loss mitigation
valuation amount.
------------------------------------------------------------------------------------------------------------------------------------
Loss mit value VARCHAR2(15) BPO=Broker's Price Opinion Date that the lost mitigation valuation
source Appraisal=Appraisal amount was completed by vendor or
property management company.
------------------------------------------------------------------------------------------------------------------------------------
MI certificate VARCHAR2(15) A number that is assigned individually
number to the loan by the PMI company at the
time of origination. Similar to the VA
LGC/FHA Case Number in purpose.
------------------------------------------------------------------------------------------------------------------------------------
LPMI Cost NUMBER(7,7) The current premium paid to the PMI
company for Lender Paid Mortgage
Insurance.
------------------------------------------------------------------------------------------------------------------------------------
Occupancy status VARCHAR2(1) O=Owner occupied The most recent status of the property
T=Tenant occupied regarding who if anyone is occupying the
U=Unknown V=Vacant property. Typically a result of a
routine property inspection.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
E-2-7
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
First Vacancy DATE(MM/DD/YYYY) The date that the most recent occupancy
date/Occupancy status was determined. Typically the
status date date of the most recent property
inspection.
------------------------------------------------------------------------------------------------------------------------------------
Original loan NUMBER(10,2) Amount of the contractual obligations
amount (ie: 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.
------------------------------------------------------------------------------------------------------------------------------------
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 fro
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 condition VARCHAR2(2) 1=Excellent 2=Good Physical condition of the property as
3=Average 4=Fair most recently reported to the servicer
5=Poor 6=Very poor 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, 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
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
E-2-8
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
Reason for default VARCHAR2(3) 001=Death of principal mtgr 02=Illness of principal Cause of delinquency as identified by
mtgr mortgagor.
003=Illness of mtgr's family member
004=Death of mtgr's family member 005=Marital difficulties
006=Curtailment of income 007=Excessive obligations
008=Abandonment of property 009=Distant employee
transfer
011=Property problem 012=Inability to sell
property
013=Inability to rent property 014=Military service
015=Other 016=Unemployment
017=Business failure 019=Casualty loss
022=Energy-Environment costs 023=Servicing problems
026=Payment adjustment 027=Payment dispute
029=Transfer ownership pending 030=Fraud
031=Unable to contact borrower INC=Incarceration
------------------------------------------------------------------------------------------------------------------------------------
REO repaired value NUMBER(10,2) The projected value of the property that
is adjusted from the "as is" value
assuming necessary repairs have been
made to the property as determined by
the vendor/property management company.
------------------------------------------------------------------------------------------------------------------------------------
REO list price NUMBER(15,2) The most recent listing/pricing amount
adjustment amount as updated by the servicer for REO
properties.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
E-2-9
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
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 closing DATE(MM/DD/YYYY) The actual date that the sale of the REO
date property closed escrow.
------------------------------------------------------------------------------------------------------------------------------------
REO flag VARCHAR2(7) Y=Active REO N=No active Servicer defined indicator that
identifies that the property is now Real
Estate Owned.
------------------------------------------------------------------------------------------------------------------------------------
REO original list DATE(MM/DD/YYYY) The initial/first date that the property
date was listed with an agent as an REO.
------------------------------------------------------------------------------------------------------------------------------------
REO original list NUMBER(15,2) The initial/first price that was used to
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
close date 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).
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
E-2-10
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
Repay first due DATE(MM/DD/YYYY) The due date of the first scheduled
date payment 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
date payment due under a forbearance or
repayment plan agreed to by both the
mortgagor and servicer.
------------------------------------------------------------------------------------------------------------------------------------
Repay plan broken DATE(MM/DD/YYYY) The servicer defined date upon which the
/reinstated/closed servicer considers that the plan is no
date longer in effect as a result of plan
completion or mortgagor's failure to
remit payments as scheduled.
------------------------------------------------------------------------------------------------------------------------------------
Repay plan created DATE(MM/DD/YYYY) The date that both the mortgagor and
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 NUMBER(10,2) The positive or negative account balance
balance/advance that is dedicated to payment of hazard
balance insurance, property taxes, MI, etc.
(escrow items only)
------------------------------------------------------------------------------------------------------------------------------------
Title approval DATE(MM/DD/YYYY) The actual date that the title approval
letter received was received as set forth in the HUD
date title approval letter.
------------------------------------------------------------------------------------------------------------------------------------
Title package DATE(MM/DD/YYYY) The actual date that the title package
HUD/VA date was submitted to either HUD or VA.
------------------------------------------------------------------------------------------------------------------------------------
VA claim funds DATE(MM/DD/YYYY) The actual date that funds were received
received date by the servicer from the VA for the
expense claim submitted by the servicer.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
E-2-11
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
VA claim submitted DATE(MM/DD/YYYY) The actual date that the expense claim
date was submitted by the servicer to the VA.
------------------------------------------------------------------------------------------------------------------------------------
VA first funds NUMBER(15,2) The amount of funds received by the
received amount servicer from VA as a result of the
specified bid.
------------------------------------------------------------------------------------------------------------------------------------
VA first funds DATE(MM/DD/YYYY) The date that the funds from the
received date specified bid were received by the
servicer from the VA.
------------------------------------------------------------------------------------------------------------------------------------
VA XXX submitted DATE(MM/DD/YYYY) Actual date that the Notice of Election
date to Convey was submitted to the VA.
------------------------------------------------------------------------------------------------------------------------------------
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
status code 24=Drug seizure 26=Refinance 27=Assumption to FNMA by the servicer that reflects
28=Modification 29=Charge-off 30=Third-party sale the current defaulted status of a loan.
31=Probate 32=Military indulgence 43=Foreclosure (ie: 65, 67, 43 or 44)
44=Deed-in-lieu 49=Assignment 61=Second lien
considerations
62=VA no-bid 63=VA Refund 64=VA Buydown
65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 67=Ch. 13 bankruptcy
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
E-2-12
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
FNMA delinquency VARCHAR2(3) 001=Death of principal mtgr 002=Illness of The code that is electronically reported
reason code principal mtgr 003=Illness of mtgr's family member to FNMA by the servicer that describes
004=Death of mtgr's family member 005=Marital difficulties the circumstance that appears to be the
006=Curtailment of income 007=Excessive obligations primary contributing factor to the
008=Abandonment of property 009=Distant employee transfer delinquency.
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
balance company through completion of repairs to
property.
------------------------------------------------------------------------------------------------------------------------------------
Investor number NUMBER (10,2) Unique number assigned to a group of
loans in the servicing system.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
E-2-13
EXHIBIT F
SERVICING OFFICER'S CERTIFICATE
Structured Asset Securities Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Re: Structured Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 2005-11H
Reference is made to the Reconstituted Servicing Agreement, dated as of May 1,
2005 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc., as seller,
and SunTrust Mortgage, Inc., as servicer (the "Servicer"). I, [identify the
certifying individual], a [title] of the Servicer hereby certify to Aurora Loan
Services LLC (the "Master Servicer") and Structured Asset Securities 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.
SUNTRUST MORTGAGE, INC.
Name: __________________________________
Title: _________________________________
Date: __________________________________
F-1
EXHIBIT G
ASSIGNMENT AND ASSUMPTION AGREEMENT
[INTENTIONALLY OMITTED]
G-1
