EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of December, 2005, by and between XXXXXX BROTHERS HOLDINGS
INC., a Delaware corporation (the "Seller" or "Xxxxxx Holdings") and FIFTH THIRD
MORTGAGE COMPANY, a corporation organized under the laws of the State of Ohio
(the "Servicer"), and acknowledged by AURORA LOAN SERVICES LLC, a Delaware
limited liability company, as master servicer (the "Master Servicer"), and U.S.
BANK NATIONAL ASSOCIATION, solely in its capacity as trustee (the "Trustee")
under the Trust Agreement (as defined herein), recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB ("Xxxxxx Brothers Bank") acquired
certain conventional, residential, fixed rate, first lien mortgage loans from
the Servicer, which mortgage loans were either originated or acquired by the
Servicer.
WHEREAS, certain of these mortgage loans are currently being serviced
by the Servicer pursuant to a Flow Mortgage Loan Purchase, Warranties and
Servicing Agreement dated as of July 1, 2005, between Xxxxxx Brothers Bank, as
the Purchaser, and the Servicer, as the Company (for Conventional Residential
Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-FLOW), (hereinafter,
the "PWSA") and annexed hereto as Exhibit B.
WHEREAS, pursuant to an assignment and assumption agreement dated as of
December 1, 2005 (the "Assignment and Assumption Agreement") and annexed hereto
as Exhibit C, Xxxxxx Brothers Bank has assigned all of its rights, title and
interest in certain of these mortgage loans as identified on Exhibit D hereto
(the "Mortgage Loans") as well as all of its rights and obligations as purchaser
under the PWSA to the Seller, and the Seller has accepted such assignment.
WHEREAS, the Seller has conveyed the Mortgage Loans to Structured Asset
Securities Corporation, a Delaware special purpose corporation ("SASCO" or the
"Depositor") pursuant to a mortgage loan sale and assignment agreement dated as
of December 1, 2005 (the "Mortgage Loan Sale and Assignment Agreement"), and
SASCO in turn has conveyed the Mortgage Loans to the Trustee, pursuant to a
trust agreement dated as of December 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"), Xxxxx Fargo Bank, National Association,
as securities administrator (the "Securities Administrator") and the Depositor.
WHEREAS, the Seller desires that the Servicer continue to service the
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
PWSA shall apply to the Mortgage Loans, but only to the extent provided herein
and that this Agreement shall govern the Mortgage Loans for so long as such
Mortgage Loans remain subject to the provisions of the Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Mortgage Loans
on behalf of the 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 PWSA
incorporated by reference herein (regardless if such terms are defined in the
PWSA), shall have the meanings ascribed to such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank
National Association will act as custodian of the Serviced Mortgage Files for
the Trustee pursuant to the Custodial Agreement dated as of December 1, 2005,
between U.S. Bank National Association and the Trustee.
3. Servicing. The Servicer agrees, with respect to the Mortgage Loans,
to perform and observe the duties, responsibilities and obligations that are to
be performed and observed under the provisions of the PWSA, except as otherwise
provided herein and on Exhibit A hereto, and that the provisions of the PWSA, as
so modified, are and shall be a part of this Agreement to the same extent as if
set forth herein in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation
of Section 5.05 and Section 6.01 of the PWSA, the remittance on Januarty 18,
2005 to the Trust Fund is to include principal due after December 1, 2005 (the
"Trust Cut-off Date") plus interest, at the Mortgage Loan Remittance Rate
collected during the related Due Period, exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, with the adjustments
specified in clauses (b), (c) and (d) of Section 6.01 of the PWSA.
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 Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM
2005-23 Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as Xxxxxx Brothers Bank under the PWSA to enforce the
obligations of the Servicer under the PWSA and the term "Purchaser" as used in
the PWSA 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 Article X of the PWSA. Notwithstanding anything herein to
the contrary, in no event shall the Master Servicer assume any of obligations of
Xxxxxx Brothers Bank under the PWSA 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.
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6. No Representations. Neither the Servicer nor the Master Servicer
shall be obligated or required to make any additional representations and
warranties regarding the characteristics of the Mortgage Loans in connection
with the transactions contemplated by the Trust Agreement and issuance of the
Certificates issued pursuant thereto.
7. Notices. All notices and communications between or among the parties
hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Attn: E. Xxxx Xxxxxxxxxx - Xxxxxx Xxxxxxxxx
XXXX 0000-00
Tel: 000-000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services LLC
Master Servicing Payment Clearance Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: SARM 2005-23
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
U.S. Bank National Association
0 Xxxxxxx Xxxxxx
Xxxxxx, X.X. 00000
Attention: Corporate Trust Services
Telephone: (000) 000-0000
Telecopier:(000) 000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller at the following address:
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Xxxxxx Brothers Holdings Inc.
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Contract Finance, SARM 2005-23
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Dechert, LLP
Xxxx Centre
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
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 PWSA.
8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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.
10. Termination. Upon the termination of the Trust Fund pursuant to
Article VII of the Trust Agreement, this Agreement shall terminate, and
thereafter, the Mortgage Loans shall be serviced in accordance with the terms of
the PWSA. In the event that the PWSA was terminated prior to the termination of
the Trust Fund, the Servicer and the Master Servicer shall enter into a
replacement servicing agreement with respect to the Mortgage Loans, which
agreement shall be similar to the PWSA in all material respects. In the event
that the Master Servicer and the Servicer fail to enter into a replacement
servicing agreement promptly after the termination of the Trust Fund, the Master
Servicer may transfer the servicing of the Mortgage Loans to a third party
servicer at its sole discretion; provided that the Mortgage Loans shall be
serviced in accordance with the terms of this Agreement until such time the
servicing of the Mortgage Loans has been transferred to such third-party
servicer.
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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
FIFTH THIRD MORTGAGE COMPANY,
as Servicer
By: ______________________________
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES LLC,
as Master Servicer
By: ____________________________________
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Trustee and not individually
By: ____________________________________
Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Vice President
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EXHIBIT A
Modifications to the PWSA
1. Unless otherwise specified herein, any provisions of the PWSA,
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 Transfers, Pass-Through Transfers and Reconstitution, and (iv)
Assignments of Mortgage, shall be disregarded for purposes relating to
this Agreement. The exhibits to the PWSA 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 Custodial Agreement dated as
of December 1, 2005, between U.S. Bank National Association,
as custodian, and the Trustee.
3. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
"Custodian" means U.S. Bank National Association.
4. The definition of "Determination Date" in Article I is hereby amended
in its entirety to read as follows:
"Determination Date": The fifteenth (15th) day of the calendar
month of the related Remittance Date (or if such day is not a
Business Day, the Business Day immediately preceding such
day).
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 commitment providing for such investment the
commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other
short-term debt or deposit obligations of such holding company
or deposit institution, as the case may be) have been rated by
each Rating Agency in its highest short-term rating category
or one of its two highest long-term rating categories;
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(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by GNMA, Xxxxxx Xxx or
Xxxxxxx Mac with any registered broker/dealer subject to
Securities Investors' Protection Corporation jurisdiction or
any commercial bank insured by the FDIC, if such broker/dealer
or bank has an uninsured, unsecured and unguaranteed
obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the
United States of America or any state thereof which have a
credit rating from each Rating Agency, at the time of
investment or the contractual commitment providing for such
investment, at least equal to one of the two highest long-term
credit rating categories of each Rating Agency; provided,
however, that securities issued by any particular corporation
will not be Eligible Investments to the extent that investment
therein will cause the then outstanding principal amount of
securities issued by such corporation and held as part of the
Trust Fund to exceed 20% of the sum of the aggregate principal
balance of the Mortgage Loans; provided, further, that such
securities will not be Eligible Investments if they are
published as being under review with negative implications
from any Rating Agency;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable
on demand or on a specified date not more than 180 days after
the date of issuance thereof) rated by each Rating Agency in
its highest short-term rating category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct
ownership interests in future interest or principal payments
on obligations of the United States of America or its agencies
or instrumentalities (which obligations are backed by the full
faith and credit of the United States of America) held by a
custodian in safekeeping on behalf of the holders of such
receipts; and
(viii) any other demand, money market, common trust fund
or time deposit or obligation, or interest-bearing or other
security or investment, (A) rated in the highest rating
category by each Rating Agency or (B) that would not adversely
affect the then current rating by each Rating Agency of any of
the Certificates. Such investments in this subsection (viii)
may include money market mutual funds or common trust funds,
including any fund for which the Trustee, the Master Servicer
or an affiliate thereof serves as an investment advisor,
administrator, shareholder servicing agent, and/or custodian
or subcustodian, notwithstanding that (x) the Trustee, the
Master Servicer or an affiliate thereof charges and collects
fees and expenses from such funds for services rendered, (y)
the Trustee, the Master Servicer or an affiliate thereof
charges and collects fees and expenses for services rendered
pursuant to this Agreement, and (z) services performed for
such funds and pursuant to this Agreement may converge at any
time; provided, however, that no such instrument shall be an
Eligible Investment if such instrument evidences either (i) a
right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such
instrument and the principal and interest payments with
respect to such instrument provide a yield to maturity of
greater than 120% of the yield to maturity at par of such
underlying obligations.
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6. The definition of "GNMA" is hereby added to Article I to immediately
follow the definition of "Xxxxxxx Mac Guides":
"GNMA": The Government National Mortgage Association, or any
successor thereto.
7. The definition of "Master Servicer" in Article I is hereby deleted in
its entirety.
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 sold by the Seller to SASCO 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:
"Mortgage Loan Schedule" The schedule of Mortgage Loans
setting forth certain information with respect to the Mortgage
Loans which were sold by the Seller to SASCO, which Mortgage
Loan Schedule is attached as Exhibit D to this Agreement.
10. The definition of "Qualified Depository" is hereby amended 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 or comparable rating with
other recognized rating agencies if the deposits are to be
held in the account for less than 30 days, or whose long-term
unsecured debt obligations are rated at least "AA-" by
Standard & Poor's if the deposits are to be held in the
account for more than 30 days, or (ii) the corporate trust
department of a federal or state-chartered depository
institution subject to regulations regarding fiduciary funds
on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), which, in either case, has
corporate trust powers, acting in its fiduciary capacity, or
(iii) Xxxxxx Brothers Bank, FSB, a federal savings bank.
11. 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 rating categories, and whose short-term debt is rated
by each Rating Agency in its highest rating category;
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(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.
12. The definition of "Rating Agency" is hereby amended and restated in its
entirety to read as follows:
"Rating Agency": Xxxxx'x Investors Service, Inc. or Standard &
Poor's Ratings Services, a division of The XxXxxx-Xxxx
Companies, Inc., or any successor of the foregoing.
13. A new definition of "Sarbanes Certifying Party" is added to Article I
to immediately follow the definition of "SAIF" to read as follows:
"Sarbanes Certifying Party" means a Person who provides a
certification required under the Xxxxxxxx-Xxxxx Act of 2002 on
behalf of the Trust Fund.
14. The definition of "Servicing Fee Rate" is hereby amended and restated
in its entirety to read as follows:
"Servicing Fee Rate": 0.375% per annum.
15. The parties acknowledge that Section 2.03 (Custodial Agreement;
Delivery of Documents) shall be superceded by the provisions of the
Custodial Agreement.
16. Section 4.03 (Remedies for Breach of Representations and Warranties) is
hereby amended in its entirety to read as follows:
It is understood and agreed that the representations
and warranties set forth in Section 4.01 (a) through (h), (k),
(m) and (p) shall survive the engagement of the Servicer to
perform the servicing responsibilities hereunder and the
delivery of the Servicing Files to the Servicer and shall
inure to the benefit of the Trustee, the Trust Fund and the
Master Servicer. Upon discovery by either the Servicer, the
Master Servicer or the Trustee of a breach of any of the
foregoing representations and warranties which materially and
adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Mortgage
Loans, the Mortgaged Property or the priority of the security
interest on such Mortgaged Property or the interest of the
Trustee or the Trust Fund, the party discovering such breach
shall give prompt written notice to the other.
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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 4.01 which materially and
adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Loans, the
Mortgaged Property or the priority of the security interest on
such Mortgaged Property, the Servicer shall use its best
efforts promptly to cure such breach in all material respects
and, if such breach cannot be cured, the Servicer shall, at
the Master Servicer's option, assign the Servicer's rights and
obligations under this Agreement (or respecting the affected
Loans) to a successor Servicer in accordance with Section
12.01.
In addition, the Servicer shall indemnify (from its
own funds) the Trustee, the Trust Fund and Master Servicer and
hold each of them harmless against any costs resulting from
any claim, demand, defense or assertion based on or grounded
upon, or resulting from, a breach of the Servicer's
representations and warranties contained in this Agreement. It
is understood and agreed that the remedies set forth in this
Section 4.03 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 4.01 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.
17. Section 5.01 (Company to Act as Servicer) is hereby amended as follows:
(a) 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
Servicer may waive, modify or vary any term of any Mortgage
Loan or consent to the postponement of any such term or in any
manner grant indulgence to any Mortgagor if in the Servicer's
reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially
adverse to the 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 Servicer, imminent,
the Servicer shall not permit any modification with respect to
any Mortgage Loan that would change the Mortgage Interest
Rate, defer or forgive the payment of principal or interest,
reduce or increase the outstanding principal balance (except
for actual payments of principal) or change the final maturity
date on such Mortgage Loan.
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(b) 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 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.
18. Section 5.04 (Establishment of and Deposits to Custodial Account) is
hereby amended as follows:
(a) the words "Fifth Third Mortgage Company, in trust for
Xxxxxx Brothers Bank, purchaser of Conventional
Residential Adjustable and Fixed Rate Mortgage Loans,
Group No. 2005-FLOW" in the first sentence of the
first paragraph shall be replaced by the following
words: "Fifth Third Mortgage Company in trust for the
SARM 2005-23 Trust Fund."
(b) by adding the words " No later than 30 days after the
Closing Date," to the beginning of the last sentence
of the first paragraph of such section.
19. Section 5.06 (Establishment of and Deposits to Escrow Account) shall be
amended by adding the words: "No later than 30 days after the Closing
Date," to the beginning of the last sentence of the first paragraph of
such section.
20. Section 5.06 shall further be amended by deleting the words "Fifth
Third Mortgage Company, in trust for Xxxxxx Brothers Bank, purchaser of
Conventional Residential Adjustable and Fixed Rate Mortgage Loans,
Group No. 2005-FLOW, and various Mortgagors" in the first sentence of
the first paragraph, and replacing it with the following words:
"Fifth Third Mortgage Company, in trust for the SARM 2005-23
Trust Fund".
21. Section 6.01 (Remittances) is hereby amended by changing all references
to "second Business Day" in such section to "first Business Day."
22. Section 6.01 is hereby 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
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 2005-23
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23. Section 6.02 (Statements to Purchaser) is hereby amended by replacing
the first paragraph in its entirety to read as follows:
Section 6.02 Statements to Master Servicer.
Not later than the fifth 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 a format (mutually agreed to between the Servicer and the
Master Servicer) similar to the format set forth in Exhibit
E-1 hereto and a monthly defaulted loan report in a format
(mutually agreed to between the Servicer and the Master
Servicer) similar to the format set forth in Exhibit E-2
hereto relating to the period ending on the last day of the
preceding calendar month and (ii) all such information
required pursuant to clause (i) above on a magnetic tape or
other similar media reasonably acceptable to the Master
Servicer. The format of this monthly reporting may be amended
from time to time to the extent necessary to comply with
applicable law or the terms of the Trust Agreement.
24. Section 7.05 (Annual Officer's Certificate) is hereby amended by adding
(x) an "(a)" prior to the first paragraph of such Section and (y) the
following paragraphs after the first paragraph of such Section:
(b) For so long as a certificate under the
Xxxxxxxx-Xxxxx Act of 2002, as amended, ("Xxxxxxxx-Xxxxx") is
required to be given on behalf of the Trust Fund, not later
than February 28th of each year (or if not a Business Day, the
immediately preceding Business Day), or at any other time that
the Sarbanes Certifying Party provides a certification
pursuant to Xxxxxxxx-Xxxxx and upon thirty (30) days written
request of such parties, an officer of the Servicer shall
execute and deliver an Officer's Certificate to the Sarbanes
Certifying Party for the benefit of the Trust Fund and the
Sarbanes Certifying Party and its officers, directors and
affiliates, in the form of Exhibit F hereto or as may be
required by law or regulation.
(c) The Servicer shall indemnify and hold harmless
the Master Servicer, the Depositor, the Trustee and their
respective 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 Section 7.05 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
Master Servicer, the Trustee and/or the Depositor, then the
Servicer agrees that it shall contribute to the amount paid or
payable by the Master Servicer, the Trustee and/or the
Depositor as a result of the losses, claims, damages or
liabilities of the Master Servicer, the Trustee and/or the
Depositor in such proportion as is appropriate to reflect the
relative fault of the Master Servicer, the Trustee and/or the
Depositor on the one hand and the Servicer on the other in
connection with a breach of the Servicer's obligations under
this Section 7.05 or the Servicer's negligence, bad faith or
willful misconduct in connection therewith.
A-7
25. A new Section 8.05 is hereby added to this Agreement to read as
follows:
Section 8.05 Additional Indemnification by the
Seller.
The Servicer shall indemnify Xxxxxx Brothers Holdings
Inc., the Trust Fund, the Trustee, the Depositor and the
Master Servicer and hold each of them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs,
judgments, and any other costs, fees and expenses that any of
such parties may sustain in any way related to the failure of
the Servicer to perform its duties and service the Mortgage
Loans in strict compliance with the terms of this Agreement
(including, but not limited to its obligation to provide the
certification pursuant to Section 7.05(b) hereunder) or for
any inaccurate or misleading information provided in the
certification required pursuant to Section 7.05(b). The
Servicer immediately shall notify Xxxxxx Brothers Holdings
Inc., 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 Servicer shall follow any written instructions received
from the Master Servicer or the Trustee in connection with
such claim. The Servicer shall provide the Trustee (with a
copy to the Master Servicer) with a written report of all
expenses and advances incurred by the Servicer pursuant to
this Section 8.05, and 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 in any way relates to the failure of the
Servicer 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 this
Servicer.
26. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master
Servicer";
(b) amending and restating clause (vii) in its entirety
to read as follows:
"the Servicer at any time is not either a Xxxxxx Xxx
or Xxxxxxx Mac approved seller/servicer, and the
Master Servicer has not terminated the rights and
obligations of the Servicer under this Agreement and
replaced the Servicer with a Xxxxxx Xxx or Xxxxxxx
Mac approved servicer within 30 days of the absence
of such approval"; and,
(c) adding the words "within the applicable cure period"
after the word "remedied" in the second line of the
second paragraph.
27. 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."
28. Section 11.01 (Termination) is hereby amended by restating subclause
(ii) thereof to read as below and adding the following sentence after
the first sentence of Section 11.01:
(ii) mutual consent of the Servicer and the Trustee in
writing, provided such termination is also acceptable
to the Master Servicer and the Rating Agencies.
A-8
At the time of any termination of the Servicer
pursuant to Section 11.01, the Servicer shall be entitled to
all accrued and unpaid Servicing Fees and unreimbursed
Servicing Advances 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 Servicer until such amounts are received by the Trust Fund
from the related Mortgage Loans.
29. The first paragraph of Section 11.02 (Termination Without Cause) is
hereby amended by replacing the first reference to "Purchaser" with
"Trust Fund", by replacing the second and third references to
"Purchaser" with "Xxxxxx Brothers Holdings Inc. (with the prior consent
of the Trustee)" and by replacing all other references to "Purchaser"
with "Xxxxxx Brothers Holdings Inc."
30. Section 12.01 (Successor to Seller) is hereby amended in its entirety
to read as follows:
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Sections 8.05, 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 Servicer's
responsibilities, rights, duties and obligations under this
Agreement, or (ii) appoint a successor meeting the eligibility
requirements of this Agreement, and which shall succeed to all
rights and assume all of the responsibilities, duties and
liabilities of the Servicer under this Agreement with the
termination of the Servicer's responsibilities, duties and
liabilities under this Agreement. Any successor to the
Servicer that is not at that time a Servicer of other mortgage
loans for the Trust Fund shall be subject to the approval of
the Master Servicer, Xxxxxx Brothers Holdings Inc., 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 Xxxxxx
Brothers Holdings Inc., as applicable, may make such
arrangements for the compensation of such successor out of
payments on the Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be
in excess of that permitted the Servicer under this Agreement.
In the event that the Servicer's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant
to the aforementioned sections, the Servicer shall discharge
such duties and responsibilities during the period from the
date it acquires knowledge of such termination until the
effective date thereof with the same degree of diligence and
prudence which it is obligated to exercise under this
Agreement, and shall take no action whatsoever that might
impair or prejudice the rights or financial condition of its
successor. The resignation or removal of the Servicer pursuant
to the aforementioned sections shall not become effective
until a successor shall be appointed pursuant to this Section
12.01 and shall in no event relieve the Servicer of the
representations and warranties made pursuant to Sections 4.01
and 4.02 and the remedies available to the Trust Fund under
Section 4.03 shall be applicable to the Servicer
notwithstanding any such resignation or termination of the
Servicer, or the termination of this Agreement.
A-9
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 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 an assumption of
the due and punctual performance and observance of each
covenant and condition to be performed and observed by the
Servicer under this Agreement, whereupon such successor shall
become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer,
with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Servicer or
termination of this Agreement pursuant to Sections 8.05,
10.01, 11.01 or 11.02 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 within three (3) Business
Days of the appointment of a successor Servicer the funds in
the Custodial Account and Escrow Account and all Mortgage Loan
Documents and related documents and statements held by it
hereunder to the successor Servicer and the Servicer shall
account for all funds and shall execute and deliver such
instruments and do such other things as may reasonably be
required to more fully and definitively vest in the successor
all such rights, powers, duties, responsibilities, obligations
and liabilities of the Servicer.
Upon a successor's acceptance of appointment as such,
the Servicer shall notify the 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 Servicer or resignation of the
Servicer or otherwise), including, without limitation, the
costs and expenses of the Master Servicer or any other Person
in appointing a successor servicer, or of the Master Servicer
in assuming the responsibilities of the Servicer hereunder, or
of transferring the Servicing Files and the other necessary
data to the successor servicer shall be paid by the
terminated, removed or resigning Servicer from its own funds
without reimbursement.
31. Section 12.02 (Amendment) is hereby amended by replacing the words "by
the Seller and the Purchaser by written agreement signed by the Seller
and the Purchaser" with "by written agreement by the Servicer and
Xxxxxx Brothers Holdings Inc., with the written consent of the Master
Servicer and the Trustee."
32. Sections 12.03 (Closing) and 12.04 (Closing Documents) are hereby
deleted in their entirety.
33. Section 12.06 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
A-10
34. Section 12.12 (Assignment by Purchaser) is hereby deleted in its
entirety and replaced with the following:
Acknowledgement. The Servicer hereby acknowledges
that the rights of Xxxxxx Brothers Holdings Inc. under the
PWSA, as amended by this Agreement, will be assigned to SASCO
under the Mortgage Loan Sale and Assignment Agreement, and
subsequently to the Trust Fund under the Trust Agreement and
agrees that the Mortgage Loan Sale and Assignment Agreement
and the Trust Agreement will each be an assignment and
assumption agreement or other assignment document required
pursuant to this Section 12.13 and will constitute an
assignment and assumption of the rights of Xxxxxx Brothers
Holdings Inc. under the PWSA to SASCO and the Trust Fund, as
applicable. In addition, the Trust Fund will make a REMIC
election. The Servicer hereby consents to such assignment and
assumption and acknowledges the Trust Fund's REMIC election.
35. Section 12.13 (No Personal Solicitation) is hereby amended by replacing
the words "the Purchaser" with "Xxxxxx Brothers Holdings Inc." in each
instance.
36. A new Section 12.21 (Reporting Requirements of the Commission and
Indemnification) is hereby added to this Agreement to read as follows:
Notwithstanding any other provision of this
Agreement, the Servicer shall (i) agree to such modifications
and enter into such amendments to this Agreement as may be
necessary, in the judgment of the Depositor, the Master
Servicer and their respective counsel, to comply with any
rules promulgated by the U.S. Securities and Exchange
Commission (the "Commission") and any interpretations thereof
by the staff of the Commission (collectively, "SEC Rules") and
(ii) promptly upon request provide to the Depositor for
inclusion in any periodic report required to be filed under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), such items of information regarding this Agreement and
matters related to the Servicer, including as applicable (by
way of example and not limitation), a description of any
material litigation or governmental action or proceeding
involving the Servicer or its affiliates (collectively, the
"Servicer Information"), provided, that such information shall
be required to be provided by the Servicer only to the extent
that such shall be determined by the Depositor in its sole
discretion and its counsel to be necessary or advisable to
comply with any SEC Rules.
The Servicer hereby agrees to indemnify and hold
harmless the Depositor, the Master Servicer, the Trustee and
their respective officers and directors and each person, if
any, who controls the Depositor, Master Servicer or the
Trustee within the meaning of Section 15 of the Securities Act
of 1933, as amended (the "Act"), or Section 20 of the Exchange
Act, from and against any and all losses, claims, expenses,
damages or liabilities to which the Depositor, the Master
Servicer, the Trustee, their respective officers or directors
and any such controlling person may become subject under the
Act or otherwise, as and when such losses, claims, expenses,
damages or liabilities are incurred, insofar as such losses,
claims, expenses, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in the Servicer Information or arise out of, or are
based upon, the omission or alleged omission to state therein
any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances
under which they were made, not misleading, and will reimburse
the Depositor, the Master Servicer, the Trustee, their
respective officers and directors and any such controlling
person for any legal or other expenses reasonably incurred by
it or any of them in connection with investigating or
defending any such loss, claim, expense, damage, liability or
action, as and when incurred; provided, however, that the
Servicer shall be liable only insofar as such untrue statement
or alleged untrue statement or omission or alleged omission
relates solely to the information in the Servicer Information
furnished to the Depositor, Master Servicer or the Trustee by
or on behalf of the Servicer specifically in connection with
this Agreement.
A-11
37. A new Exhibit H is hereby added to this Agreement, attached as Exhibit
F hereto.
38. 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-12
EXHIBIT B
Flow Mortgage Loan Purchase, Warranties and Servicing Agreement
(See Exhibit 99.4)
B-1
EXHIBIT C
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
EXHIBIT D
Mortgage Loan Schedule
On file at the offices of:
Dechert LLP
Xxxx Centre
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attn: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
EXHIBIT E-1
FORM OF MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANCE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
------------------------------------------------------------------------------------------------------------------------------------
DATA FIELD FORMAT DATA DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
% of MI coverage NUMBER(6,5) The percent of coverage provided by the PMI
company in the event of loss on a defaulted
loan.
------------------------------------------------------------------------------------------------------------------------------------
Actual MI claim 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.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------------------------------------------------------------
Origination date DATE(MM/DD/YYYY) Date that the contractual obligations (ie:
note and mortgage/deed of trust) of the
mortgagor was executed.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
FHA Part B funds DATE(MM/DD/YYYY) Actual date that funds were received from
received date HUD as a result of transmitting the 27011B
claim.
------------------------------------------------------------------------------------------------------------------------------------
Post petition due DATE(MM/DD/YYYY) The post petition due date of a loan
date involved in a chapter 13 bankruptcy.
------------------------------------------------------------------------------------------------------------------------------------
Property VARCHAR2(2) 1=Excellent 2=Good Physical condition of the property as most
condition 3=Average 4=Fair recently reported to the servicer by vendor
5=Poor 6=Very poor or property management company.
------------------------------------------------------------------------------------------------------------------------------------
Property type VARCHAR2(2) 1=Single family 2=Town house Type of property secured by mortgage such
3=Condo 4=Multifamily 5=Other as: single family, 2-4 unit, etc.
6=Prefabricated B=Commercial C=Land only
7=Mobile home U=Unknown D=Farm
A=Church P=PUD R=Row house
O=Co-op M=Manufactured housing 24=2-4 family
CT=Condotel MU=Mixed use
------------------------------------------------------------------------------------------------------------------------------------
Reason for VARCHAR2(3) 001=Death of principal mtgr 02=Illness of principal mtgr Cause of delinquency as identified by
default 003=Illness of mtgr's family member mortgagor.
004=Death of mtgr's family member 005=Marital difficulties
006=Curtailment of income 007=Excessive obligations
008=Abandonment of property 009=Distant employee transfer
011=Property problem 012=Inability to sell property
013=Inability to rent property 014=Military service
015=Other 016=Unemployment
017=Business failure 019=Casualty loss
022=Energy-Environment costs 023=Servicing problems
026=Payment adjustment 027=Payment dispute
029=Transfer ownership pending 030=Fraud
031=Unable to contact borrower INC=Incarceration
------------------------------------------------------------------------------------------------------------------------------------
REO repaired NUMBER(10,2) The projected value of the property that is
value adjusted from the "as is" value assuming
necessary repairs have been made to the
property as determined by the
vendor/property management company.
------------------------------------------------------------------------------------------------------------------------------------
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.
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REO actual DATE(MM/DD/YYYY) The actual date that the sale of the REO
closing date property closed escrow.
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REO flag VARCHAR2(7) Y=Active REO N=No active REO Servicer defined indicator that identifies
that the property is now Real Estate Owned.
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REO original DATE(MM/DD/YYYY) The initial/first date that the property was
list date listed with an agent as an REO.
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REO original NUMBER(15,2) The initial/first price that was used to
list price list the property with an agent as an REO.
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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.
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REO sales price NUMBER(10,2) Actual sales price agreed upon by both the
purchaser and servicer as documented on the
HUD1 settlement statement.
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REO scheduled DATE(MM/DD/YYYY) The date that the sale of the REO property
close date is scheduled to close escrow.
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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).
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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).
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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.
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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.
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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.
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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.
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VA claim DATE(MM/DD/YYYY) The actual date that the expense claim was
submitted date submitted by the servicer to the VA.
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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.
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VA XXX submitted DATE(MM/DD/YYYY) Actual date that the Notice of Election to
date Convey was submitted to the VA.
------------------------------------------------------------------------------------------------------------------------------------
Zip Code VARCHAR2(5) US postal zip code that corresponds to
property location.
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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
considerations
62=VA no-bid 63=VA Refund 64=VA Buydown
65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 67=Ch. 13 bankruptcy
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
FNMA delinquency 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
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Suspense balance NUMBER(10,2) Money submitted to the servicer, credited to
the mortgagor's account but not allocated to
principal, interest, escrow, etc.
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Restricted escrow NUMBER(10,2) Money held in escrow by the mortgage company
balance through completion of repairs to property.
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Investor number NUMBER(10,2) Unique number assigned to a group of loans
in the servicing system.
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EXECUTION COPY
EXHIBIT F
[Date]
Structured Asset Securities Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mortgage Finance - SARM 2005-23
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Attn: E. Xxxx Xxxxxxxxxx
U.S. Bank National Association
0 Xxxxxxx Xxxxxx
Xxxxxx, X.X. 00000
Attention: Corporate Trust Services
Reference is made to the Reconstituted Servicing Agreement dated as of
December 1, 2005 (the "Agreement"), by and between Xxxxxx Brothers Holdings
Inc., as seller (the "Seller"), and Fifth Third Mortgage Company, as servicer
(the "Servicer"), and acknowledged by Aurora Loan Services LLC, as master
servicer (the "Master Servicer"), and U.S. Bank National Association, as trustee
(the "Trustee"). I, [identify the certifying individual], a [title] of the
Servicer, hereby certify to the 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.
FIFTH THIRD MORTGAGE COMPANY
By: _______________________________
Name:__________________________
Title:_________________________
