Exhibit 99.11
EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as
of the 1st day of April 2005, by and between XXXXXX BROTHERS HOLDINGS INC., a
Delaware corporation (the "Seller" or "Xxxxxx Brothers Holdings") and GREENPOINT
MORTGAGE FUNDING, INC., a New York corporation (the "Servicer"), having an
office at 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, recites and provides
as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain
conventional, residential, adjustable and fixed rate mortgage loans (the
"Mortgage Loans") from the Servicer, which Mortgage Loans were either originated
or acquired by the Servicer pursuant to the Flow Mortgage Loan Purchase,
Warranties and Servicing Agreement, dated as of August 1, 2003 (the "Flow
Agreement"), relating to Group No. 2003-FLOW and annexed as Exhibit B hereto.
WHEREAS, the Mortgage Loans are currently being serviced pursuant to the
Flow Agreement.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated April
1, 2005 (the "Assignment and Assumption Agreement") annexed as Exhibit C hereto,
the Seller acquired from the Bank all of the Bank's right, title and interest in
and to certain Mortgage Loans identified on Exhibit D (the "Serviced Mortgage
Loans") and assumed for the benefit of the Servicer and the Bank the rights and
obligations of the Bank as owner of such Serviced Mortgage Loans pursuant to the
Flow Agreement.
WHEREAS, the Seller has conveyed 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 JPMorgan Chase Bank,
N.A., as trustee (the "Trustee"), pursuant to a trust agreement dated as of
April 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 and
to the other conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the Flow
Agreement shall continue to apply to the Serviced Mortgage Loans and that this
Agreement shall govern the Serviced Mortgage Loans for so long as such Serviced
Mortgage Loans remain subject to the provisions of the Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right under the
conditions specified herein to terminate for cause the rights and obligations of
the Servicer under this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Seller and the Servicer hereby agree as
follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this Agreement,
including Exhibit A hereto and any provisions of the Flow Agreement incorporated
by reference herein (regardless of whether such terms are defined in the Flow
Agreement), 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 a Custodial Agreement, dated April 1, 2005, between U.S. Bank
National Association and the Trustee.
3. Servicing. The Servicer agrees, with respect to the Serviced Mortgage
Loans, to perform and observe the duties, responsibilities and obligations that
are to be performed and observed under the provisions of the Flow Agreement,
except as otherwise provided herein and on Exhibit A hereto, and that the
provisions of the Flow 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 Servicer
acknowledges, for purposes of determining its obligations with respect to the
Serviced Mortgage Loans under Flow Agreement and this Agreement, that the
Serviced Mortgage Loans are held by a REMIC and that a REMIC election is being
made with respect to the arrangement under which the Serviced Mortgage Loans are
held.
4. Master Servicing; Termination of Servicer. The Servicer, including any
successor servicer hereunder, shall be subject to the supervision of the Master
Servicer, which Master Servicer shall be obligated to ensure that the Servicer
services the Serviced Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM
2005-5 Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as the Seller under the Flow Agreement to enforce the
obligations of the Servicer under the Flow Agreement and the term "Purchaser" as
used in the Flow Agreement in connection with any rights of the Purchaser shall
refer to the Trust Fund or, as the context requires, the Master Servicer acting
in its capacity as agent for the Trust Fund, except as otherwise specified in
Exhibit A hereto. The Master Servicer shall be entitled to terminate the rights
and obligations of the Servicer under this Agreement upon the failure of the
Servicer to perform any of its obligations under this Agreement, which failure
results in an Event of Default as provided in Section 10.01 of the Flow
Agreement. Notwithstanding anything herein to the contrary, in no event shall
the Master Servicer assume any of the obligations of the Seller under the Flow
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.
5. No Representations. Neither the Servicer nor the Master Servicer shall
be obligated or required to make any representations and warranties regarding
the characteristics of the Serviced Mortgage Loans in connection with the
transactions contemplated by the Trust Agreement and issuance of the
Certificates issued pursuant thereto.
6. 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
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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 0000-0
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
Clearing Account
Account No.: 066-611059
Beneficiary: Aurora Loan Services LLC
For further credit to: SARM 2005-5
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
JPMorgan Chase Bank, N.A.
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Institutional Services/Global Debt - SARM 2005-5
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: Contract Finance - Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Dechert LLP
4000 Xxxx Atlantic Tower
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0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
All notices required to be delivered to the Servicer hereunder shall be
delivered to the address of its office as set forth in the first paragraph of
this Agreement.
7. 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.
8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
instrument.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.
as Seller
By:_____________________________________
Name:
Title: Authorized Signatory
GREENPOINT MORTGAGE FUNDING, INC.,
as Servicer
By:_____________________________________
Name:
Title:
Acknowledged By:
AURORA LOAN SERVICES LLC,
as Master Servicer
By:_____________________________________
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
XX XXXXXX XXXXX BANK, N.A.,
as Trustee
By:_____________________________________
EXHIBIT A
Modifications to the Flow Agreement
1. A new definition of "Best Efforts" is hereby added to Article I
immediately following the definition of "Assignment of Mortgage" to read
as follows:
"Best Efforts": Efforts determined to be reasonably diligent by the
Seller in its sole discretion. Such efforts do not require the
Seller to enter into any litigation, arbitration or other legal or
quasi-legal proceeding, nor do they require the Seller to advance or
expend fees or sums of money in addition to those specifically set
forth in this Agreement.
2. 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).
3. 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;
(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by GNMA, Xxxxxx Mae 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
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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.
4. A new definition of "Xxxxxx Mae" is hereby added to Article I immediately
following the definition of "Xxxxxxx Mac" to read as follows:
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"Xxxxxx Mae": The Government National Mortgage Association, or any
successor thereto.
5. The definition of "Monthly Advance" in Article I is hereby amended in its
entirety to read as follows:
"Monthly Advance": With respect to each Remittance Date and each
Mortgage Loan, an amount equal to the Monthly Payment (with the
interest portion of such Monthly Payment adjusted to the Mortgage
Loan Remittance Rate) that was due on the Mortgage Loan on the Due
Date in the related Due Period, and that (i) was delinquent at the
close of business on the related Determination Date and (ii) was not
the subject of a previous Monthly Advance, but only to the extent
that such amount is expected, in the reasonable judgment of the
Seller, to be recoverable from collections or other recoveries in
respect of such Mortgage Loan. To the extent that the Seller
determines that any such amount is not recoverable from collections
or other recoveries in respect of such Mortgage Loan, such
determination shall be evidenced by a certificate of a Servicing
Officer delivered to the Master Servicer setting forth such
determination and the procedures and considerations of the Seller
forming the basis of such determination, which shall include a copy
of any broker's price opinion and any other information or reports
obtained by the Seller which may support such determinations.
6. 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 purchased from the Seller by Xxxxxx Brothers Bank,
FSB 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.
7. 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 attached as
Exhibit D to this Agreement setting forth certain information with
respect to the Mortgage Loans purchased from the Seller by Xxxxxx
Brothers Bank, FSB pursuant to the Purchase Agreement.
8. The definition of "Prepayment Interest Shortfall Amount" in Article I is
hereby amended in its entirety to read as follows:
"Prepayment Interest Shortfall Amount": With respect to any Mortgage
Loan that was subject to a Principal Prepayment in full or in part
during any Due Period, which Principal Prepayment was applied to
such Mortgage Loan prior to such Mortgage Loan's Due Date in such
Due Period, the amount of interest (net the related Servicing Fee
for Principal Prepayments in full) that would have accrued on the
amount of such Principal Prepayment during the period commencing on
the date as of which such Principal Prepayment was applied to such
Mortgage Loan and ending on the day immediately preceding such Due
Date, inclusive.
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9. A new definition of "Prepayment Period" is hereby added to Article I
immediately following the definition of "Prepayment Interest Shortfall
Amount" to read as follows:
"Prepayment Period": The second day of the month preceding the month
in which the Distribution Date occurs and ending on the first day of
the month in which such Distribution Date occurs.
10. 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.
11. A new 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;
(b) provide that the Seller 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 Seller, the
Seller 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 Seller's interest therein shall be
transferable to any successor Seller or the Master Servicer
hereunder; and
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(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 "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, REO
Disposition Proceeds) of such Monthly Payment collected by the
Seller or as otherwise provided under this Agreement.
13. The Definition of "Servicing Fee Rate" in Article I is hereby restated in
its entirety as follows:
"Servicing Fee Rate": 0.25% per annum.
14. Section 2.03 (Custodial Agreement; Delivery of Documents) shall be
superceded by the Custodial Agreement.
15. Article III (Purchase Price) shall be inapplicable to this Agreement.
16. Four new paragraphs are hereby added at the end of Section 4.03 (Remedies
for Breach of Representations and Warranties) to read as follows:
It is understood and agreed that the representations and
warranties set forth in Section 4.01 (a) through (h) and (k) through
(o) are hereby restated as of the Closing Date and shall survive the
engagement of the Seller to perform the servicing responsibilities
hereunder and the delivery of the Servicing Files to the Seller and
shall inure to the benefit of the Trustee, the Trust Fund and the
Master Servicer. Upon discovery by either the Seller, 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 Seller to perform its duties and
obligations under this Agreement or otherwise materially and
adversely affects the value of the Mortgage Loans, the Mortgaged
Property or the priority of the security interest on such Mortgaged
Property or the interest of the Trustee or the Trust Fund, the party
discovering such breach shall give prompt written notice to the
other.
Within 60 days of the earlier of either discovery by or notice
to the Seller of any breach of a representation or warranty set
forth in Section 4.01 which materially and adversely affects the
ability of the Seller 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 Seller
shall use its best efforts promptly to cure such breach in all
material respects and, if such breach cannot be cured, the Seller
shall, at the Master Servicer's option, assign the Seller's rights
and obligations under this Agreement (or respecting the affected
Loans) to a successor servicer selected by the Master Servicer. Such
assignment shall be made in accordance with Section 12.01.
In addition, the Seller shall indemnify (from its own funds)
the Trustee, the Trust Fund and Master Servicer and hold each of
them harmless against any costs resulting
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from any claim, demand, defense or assertion based on or grounded
upon, or resulting from, a breach of the Seller'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 Seller 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
Seller or notice thereof by the Trustee or Master Servicer to the
Seller, (ii) failure by the Seller to cure such breach within the
applicable cure period, and (iii) demand upon the Seller by the
Trustee or the Master Servicer for compliance with this Agreement.
17. Section 5.01 (Seller to Act as Servicer) is hereby amended as follows:
(i) by deleting the first sentence of the second paragraph of such
section and replacing it with the following:
Consistent with the terms of this Agreement, the Seller 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 Seller'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 Seller, imminent, the
Seller shall not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate, forgive
the payment of principal or interest, reduce or increase the
outstanding principal balance (except for actual payments of
principal) or change the final maturity date on such Mortgage Loan.
(ii) by adding the following to the end of the second paragraph of
such section:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Seller shall
forward to the Master Servicer copies of any documents evidencing
such assumption, modification, consolidation or extension.
Notwithstanding anything to the contrary contained in the Flow
Agreement, the Seller 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 by:
(i) replacing the words "Xxxxxx Brothers Bank, purchaser of
Conventional Residential Adjustable and Fixed Rate Mortgage Loans, Group
No. 2003-FLOW" with the words "the SARM 2005-5 Trust Fund";
(ii) by deleting the word "and" at the end of clause (xii), by
replacing the period at the end clause (xiii) with a semicolon, and by
adding the following new clause (xiv), to read as follows:
(xiv) all Monthly Advances made by the Seller.
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19. Section 5.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by deleting the word "and" at the end of clause (vii), by
replacing the period at the end of clause (viii) with a semicolon and by
adding the following new clause (ix), to read as follows:
(ix) to reimburse itself for Monthly Advances of the Seller's
funds, the Seller's right to reimburse itself pursuant to this
clause (ix) with respect to any Mortgage Loan being limited to
amounts received on or in respect of the related Mortgage Loan which
represent late recoveries of payments of principal or interest with
respect to which a Monthly Advance was made, it being understood
that, in the case of any such reimbursement, the Seller's right
thereto shall be prior to the rights of the Trust Fund.
20. Section 5.06 (Establishment of and Deposits to Escrow Account) is hereby
amended by replacing the words "Xxxxxx Brothers Bank, FSB, purchaser of
Conventional Residential Adjustable and Fixed, Group No. 2003-FLOW, and
various Mortgagors" with "the SARM 2005-5 Trust Fund."
21. Section 5.17 (Title, Management and Disposition of REO Property) is hereby
amended by:
(i) amending in its entirety the third paragraph of such section
to read as follows:
The Seller shall use its Best Efforts to dispose of the REO
Property as soon as possible and shall sell such REO Property in any
event within three years after title has been taken to such REO
Property, unless (a) a REMIC election has not been made with respect
to the arrangement under which the Mortgage Loans and the REO
Property are held, and (b) the Seller determines, and gives an
appropriate notice to the Master Servicer to such effect, that a
longer period is necessary for the orderly liquidation of such REO
Property. If a period longer than three years is permitted under the
foregoing sentence and is necessary to sell any REO Property, (i)
the Seller shall report monthly to the Master Servicer as to the
progress being made in selling such REO Property and (ii) if, with
the written consent of the Trustee, a purchase money mortgage is
taken in connection with such sale, such purchase money mortgage
shall name the Seller as mortgagee, and such purchase money mortgage
shall not be held pursuant to this Agreement, but instead a separate
participation agreement among the Seller and Trustee shall be
entered into with respect to such purchase money mortgage.
Notwithstanding anything herein to the contrary, the Seller shall
not be required to provide financing for the sale of any REO
Property. Notwithstanding any other provisions of the Flow
Agreement, no REO Property acquired by the Trust Fund shall be
rented (or allowed to continue to be rented) or otherwise used or
held by or on behalf of the Trust Fund in such a manner, pursuant to
any terms or for a period that would: (i) cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) result in the imposition of
any tax upon any REMIC included in the Trust Fund.
(ii) amending in its entirety the fourth paragraph of such Section
to read as follows:
Notwithstanding anything to the contrary contained in this
Section 5.17, in connection with a foreclosure or acceptance of a
deed in lieu of foreclosure, in the event the Seller has reasonable
cause to believe that a Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, or if the Trustee or the
Master Servicer otherwise requests, an environmental inspection or
review of such Mortgaged Property to be conducted by a qualified
inspector shall be arranged by the Seller. Upon completion
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of the inspection, the Seller shall provide the Trustee and the
Master Servicer with a written report of such environmental
inspection. In the event that the environmental inspection report
indicates that the Mortgaged Property is contaminated by hazardous
or toxic substances or wastes, the Seller shall not proceed with
foreclosure or acceptance of a deed in lieu of foreclosure. In the
event that the environmental inspection report is inconclusive as to
the whether or not the Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, the Seller shall not,
without the prior approval of the Master Servicer, proceed with
foreclosure or acceptance of a deed in lieu of foreclosure. In such
instance, the Master Servicer shall be deemed to have approved such
foreclosure or acceptance of a deed in lieu of foreclosure unless
the Master Servicer notifies the Seller in writing, within two (2)
Business Days after its receipt of written notice of the proposed
foreclosure or deed in lieu of foreclosure from the Seller, that it
disapproves of the related foreclosure or acceptance of a deed in
lieu of foreclosure. The Seller shall be reimbursed for all
Servicing Advances made pursuant to this paragraph with respect to
the related Mortgaged Property from the Custodial Account.
(iii) amending in its entirety the fifth paragraph of such Section
to read as follows:
Prior to acceptance by the Seller of an offer to sell any REO
Property, the Seller shall notify the Master Servicer of such offer
in writing which notification shall set forth all material terms of
said offer (each a "Notice of Sale"). The Master Servicer shall be
deemed to have approved the sale of any REO Property unless the
Master Servicer notifies the Seller 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 Seller shall not proceed with
such sale.
22. Section 6.01 (Remittances) is hereby amended and restated in its entirety
to read as follows:
On each Remittance Date the Seller shall remit by wire
transfer of immediately available funds to the Master Servicer (a)
all amounts deposited in the Custodial Account as of the close of
business on the last day of the related Due Period (net of charges
against or withdrawals from the Custodial Account pursuant to
Sections 5.04 and 5.05), plus (b) all Monthly Advances, if any,
which the Seller is obligated to make pursuant to this Agreement,
minus (c) any amounts attributable to Principal Prepayments,
Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds or
REO Disposition Proceeds received after the applicable Prepayment
Period, which amounts shall be remitted on the following Remittance
Date, together with any additional interest required to be deposited
in the Custodial Account in connection with such Principal
Prepayment in accordance with Section 5.04(xii), and minus (d) any
amounts attributable to scheduled monthly payments on the Mortgage
Loans collected but due on a Due Date or Due Dates subsequent to the
first day of the month in which such Remittance Date occurs, which
amounts shall be remitted on the Remittance Date next succeeding the
Due Date related to such monthly payment.
With respect to any remittance received by the Master Servicer
after the first Business Day following the Business Day on which
such payment was due, the Seller shall pay to the Master Servicer
interest on any such late payment at an annual rate equal to the
Prime Rate, adjusted as of the date of each change, plus two (2)
percentage points, but in no event greater than the maximum amount
permitted by applicable law. Such interest shall be deposited in the
Custodial Account by the Seller on the date such late payment is
made and shall cover the period commencing with the day following
such
A-9
Business Day and ending with the Business Day on which such payment
is made, both inclusive. Such interest shall be remitted along with
the distribution payable on the next succeeding Remittance Date. The
payment by the Seller of any such interest shall not be deemed an
extension of time for payment or a waiver of any Event of Default by
the Seller.
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 2005-5
23. Section 6.02 (Statements to Purchaser) is hereby amended as follows:
(i) by replacing the first paragraph of such Section in its
entirety by the following paragraphs:
The Company shall deliver or cause to be delivered to the
Master Servicer executed copies of the custodial and escrow account
letter agreements pursuant to Sections 5.04 and 5.06 within 30 days
of the Closing Date.
Not later than the fifth Business Day of each month, the
Seller shall furnish to the Master Servicer (a) a monthly remittance
advice in the format set forth in Exhibit E-1 hereto and a monthly
defaulted loan report in the format set forth in Exhibit E-2 hereto
(or in such other format mutually agreed between the Seller and the
Master Servicer) as to the accompanying remittance and the period
ending on the last day of the preceding Determination Date and (b)
all such information required pursuant to clause (a) above on a
magnetic tape or other similar media reasonably acceptable to the
Master Servicer.
(ii) by replacing the last paragraph of such Section 6.02 in its
entirety with the following paragraph:
Beginning with calendar year 2006, the Seller shall prepare
and file any and all tax returns, information statements or other
filings for the portion of the tax year 2005 and the portion of
subsequent tax years for which the Seller has serviced some or all
of the Mortgage Loans hereunder as such returns, information
statements or other filings are required to be delivered to any
governmental taxing authority or to the Master Servicer pursuant to
any applicable law with respect to the Mortgage Loans and the
transactions contemplated hereby. In addition, the Seller shall
provide the Master Servicer with such information concerning the
Mortgage Loans as is necessary for the Master Servicer to prepare
the Trust Fund's federal income tax return as the Master Servicer
may reasonably request from time to time.
24. Section 6.04 (Monthly Advances by Seller) is hereby amended and replaced
in its entirety by the following paragraph:
A-10
Section 6.04 Monthly Advances by Seller.
On the Business Day immediately preceding each Remittance
Date, the Seller shall deposit in the Custodial Account from its own
funds an amount equal to all Monthly Payments (with interest
adjusted to the Mortgage Loan Remittance Rate) which were due on the
Mortgage Loans during the applicable Due Period and which were
delinquent at the close of business on the immediately preceding
Determination Date or which were deferred pursuant to Section 5.01.
The Seller's obligation to make such Monthly Advances as to any
Mortgage Loan will continue through the last Monthly Payment due
prior to the payment in full of the Mortgage Loan, or through the
last Remittance Date prior to the Remittance Date for the
distribution of all Liquidation Proceeds and other payments or
recoveries (including Insurance Proceeds and Condemnation Proceeds)
with respect to the Mortgage Loan unless the Seller deems such
Monthly Advances to be unrecoverable, as evidenced by an Officer's
Certificate of the Seller delivered to the Master Servicer.
Any amounts held for future distribution and so used to make
Monthly Advances shall be replaced by the Seller 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.
25. Section 7.04 (Annual Audit Report) is hereby amended by (i) replacing the
date "February 28, 2004" in the first line with "February 28, 2006" and
(ii) replacing the words "the Purchaser" in the fourth line with the words
"Xxxxxx Brothers Holdings Inc. and the Master Servicer."
26. Section 7.05 (Annual Officer's Certificate) is hereby amended by (i)
replacing the date "February 28, 2004" in the first line with "February
28, 2006" and (ii) replacing the words "the Purchaser" in the second line
with the words "Xxxxxx Brothers Holdings Inc. and the Master Servicer."
27. A new Section 7.07 (SEC Certificate) is hereby added to this Agreement to
read as follows:
Section 7.07 SEC Certificate.
By February 28th of each year, beginning in 2005, 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).
28. Sections 9.02 (Limitation on Liability of Seller and Others) is replaced
by the following:
The Seller 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
A-11
to the failure of the Seller to perform its duties and service the
Mortgage Loans in strict compliance with the terms of this
Agreement. The Seller 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) 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 Seller 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 Seller
for all amounts advanced by it pursuant to the preceding sentence
except when the claim is in any way relates to the failure of the
Seller to service and administer the Mortgage Loans in strict
compliance with the terms of this Agreement.
The Trust Fund shall indemnify the Seller 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 Seller
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 Seller 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.
29. The first paragraph of Section 9.03 (Limitation on Resignation and
Assignment by Seller) is hereby amended in its entirety to read as
follows:
The Seller 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 Seller shall be fully liable for such
tasks as if the Seller 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
Seller 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 Seller, and the Seller
guarantees the performance of such entity hereunder. In the event of
such assignment by the Seller, the Seller shall provide the Trustee
and the Master Servicer with a written statement guaranteeing the
successor entity's performance of the Seller's obligations under the
Agreement.
30. Section 10.01 (Events of Default) is hereby amended as follows:
(a) Amending Subsection 10.01(g) in its entirety to read as follows:
(g) the Seller at any time is neither a Xxxxxx Mae or
Xxxxxxx Mac approved servicer, and the Master Servicer has not
terminated the rights and obligations of the Seller under this
Agreement and replaced the Servicer with a Xxxxxx Mae or Xxxxxxx Mac
approved servicer within 30 days of the absence of such approval; or
A-12
(b) Replacing the last paragraph thereof with the following:
Upon receipt by the Seller of such written notice, all
authority and power of the Seller under this Agreement, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be
vested in a successor servicer appointed by the Xxxxxx Brothers
Holdings Inc. and the Master Servicer. Upon written request from the
Seller, the Seller shall prepare, execute and deliver to the
successor entity designated by the Seller 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, including but not limited to the transfer and
endorsement or assignment of the Mortgage Loans and related
documents, at the Seller's sole expense. The Seller shall cooperate
with Xxxxxx Brothers Holdings Inc. and the Master Servicer and such
successor in effecting the termination of the Seller's
responsibilities and rights hereunder, 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 Seller to the
Custodial Account or Escrow Account or thereafter received with
respect to the Mortgage Loans.
31. The parties hereto acknowledge that the word "Purchaser" in Section 10.02
(Waiver of Defaults) shall refer to the "Master Servicer with the prior
consent of the Trustee."
32. Section 11.02 (Termination Without Cause) is hereby amended as follows:
(a) Adding the following paragraph after the first paragraph in
such section:
In connection with any such termination referred to in clause
(ii) or (iii) above, Xxxxxx Brothers Holdings Inc. will be
responsible for reimbursing the Seller 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.
33. Section 12.01 (Successor to Seller) is hereby amended in its entirety to
read as follows:
Simultaneously with the termination of the Seller'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 Seller's responsibilities, rights, duties
and obligations under this Agreement, or (ii) appoint a successor
meeting the eligibility requirements of this Agreement and (iii) and
which shall succeed to all rights and assume all of the
responsibilities, duties and liabilities of the Seller under this
Agreement with the termination of the Seller's responsibilities,
duties and liabilities under this Agreement. Any successor to the
Seller that is not at that time a Seller 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,
A-13
that no such compensation shall be in excess of that permitted the
Seller under this Agreement. In the event that the Seller's duties,
responsibilities and liabilities under this Agreement should be
terminated pursuant to the aforementioned sections, the Seller 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 Seller 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 Seller of
the representations and warranties made pursuant to Sections 4.01 or
4.02 shall be applicable to the Seller notwithstanding any such
resignation or termination of the Seller, 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 Seller
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 Seller shall cooperate with the
Trustee and the Master Servicer, as applicable, and such successor
in effecting the termination of the Seller's responsibilities and
rights hereunder and the transfer of servicing responsibilities to
the successor Seller, 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 Seller 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 Seller 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 Seller under this Agreement, whereupon
such successor shall become fully vested with all the rights,
powers, duties, responsibilities, obligations and liabilities of the
Seller, with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Seller 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 Seller arising out of the
Seller's actions or failure to act prior to any such termination or
resignation.
The Seller shall deliver within three (3) Business Days to the
successor Seller the funds in the Custodial Account and Escrow
Account and all Mortgage Loan Documents and related documents and
statements held by it hereunder and the Seller 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 Seller.
Upon a successor's acceptance of appointment as such, the
Seller 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
A-14
result of termination or removal of the Seller or resignation of the
Seller 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 Seller 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.
34. A new Section 12.20 (Intended Third Party Beneficiaries) is hereby added
to read as follows:
Section 12.20 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 Seller 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 Seller 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
Flow Agreement
See Exhibit 99.12
B-1
EXHIBIT C
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
Serviced Mortgage Loan Schedule
[INTENTIONALLY OMITTED]
D-1
EXHIBIT E-1
FORM OF MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANCE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
E-1-1
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
E-1-2
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 filed DATE(MM/DD/YYYY) Actual date that the claim was
date submitted to the PMI company.
Actual bankruptcy start DATE(MM/DD/YYYY) Actual date that the
date bankruptcy petition is filed
with the court.
Actual MI claim amount NUMBER(15,2) The amount of the claim that
filed was filed by the servicer with
the PMI company.
Actual discharge date DATE(MM/DD/YYYY) Actual date that the Discharge
Order is entered in the
bankruptcy docket.
Actual due date DATE(MM/DD/YYYY) Actual due date of the next
outstanding payment amount due
from the mortgagor.
Actual eviction complete DATE(MM/DD/YYYY) Actual date that the eviction
date proceedings are completed by
local counsel.
Actual eviction start DATE(MM/DD/YYYY) Actual date that the eviction
date proceedings are commenced by
local counsel.
Actual first legal date DATE(MM/DD/YYYY) Actual date that foreclosure
counsel filed the first legal
action as defined by state
statute.
Actual redemption end DATE(MM/DD/YYYY) Actual date that the
date foreclosure redemption period
expires.
Bankruptcy chapter VARCHAR2(2) 7= Chapter 7 filed 11= Chapter 11 filed Chapter of bankruptcy filed.
12= Chapter 12 filed 13= Chapter 13 filed
Bankruptcy flag VARCHAR2(2) Y=Active Bankruptcy N=No Active Bankruptcy Servicer defined indicator
that identifies that the
property is an asset in an
active bankruptcy case.
Bankruptcy Case Number VARCHAR2(15) The court assigned case
number of the bankruptcy
filed by a party with
interest in
E-2-1
the property.
MI claim amount paid NUMBER(15,2) The amount paid to the
servicer by the PMI company as
a result of submitting an MI
claim.
MI claim funds received DATE(MM/DD/YYYY) Actual date that funds were
date received from the PMI company
as a result of transmitting an
MI claim.
Current loan amount NUMBER(10,2) Current unpaid principal
balance of the loan as of the
date of reporting to Aurora
Master Servicing.
Date FC sale scheduled DATE(MM/DD/YYYY) Date that the foreclosure
sale is scheduled to be held.
Date relief/dismissal DATE(MM/DD/YYYY) Actual date that the
granted dismissal or relief from stay
order is entered by the
bankruptcy court.
Date REO offer accepted DATE(MM/DD/YYYY) Actual date of acceptance of
an REO offer.
Date REO offer received DATE(MM/DD/YYYY) Actual date of receipt of an
REO offer.
Delinquency value NUMBER(10,2) Value obtained typically from
a BPO prior to foreclosure
referral not related to loss
mitigation activity.
Delinquency value source VARCHAR2(15) BPO=Broker's Price Opinion Appraisal=Appraisal Name of vendor or management
company that provided the
delinquency valuation amount.
Delinquency value date DATE(MM/DD/YYYY) Date that the delinquency
valuation amount was
completed by vendor or
property management company.
Delinquency flag VARCHAR2(2) Y= 90+ delinq. Not in FC, Bky or Loss mit Servicer defined indicator
N=Less than 90 days delinquent that 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 active foreclosure Servicer defined indicator
that identifies that the loan
is involved in foreclosure
proceedings.
E-2-2
Corporate expense NUMBER(10,2) Total of all cumulative
balance expenses advanced by the
servicer for non-escrow
expenses such as but not
limited to: FC fees and costs,
bankruptcy fees and costs,
property preservation and
property inspections.
Foreclosure attorney DATE(MM/DD/YYYY) Actual date that the loan was
referral date referred to local counsel to
begin foreclosure proceedings.
Foreclosure valuation NUMBER(15,2) Value obtained during the
amount foreclosure process. Usually
as a result of a BPO and
typically used to calculate
the bid.
Foreclosure valuation DATE(MM/DD/YYYY) Date that foreclosure
date valuation amount was completed
by vendor or property
management company.
Foreclosure valuation VARCHAR2(80) BPO=Broker's Price Opinion Appraisal=Appraisal Name of vendor or management
source company that provided the
foreclosure valuation amount.
FHA 27011A transmitted DATE(MM/DD/YYYY) Actual date that the FHA
date 27011A claim was submitted to
HUD.
FHA 27011 B transmitted DATE(MM/DD/YYYY) Actual date that the FHA
date 27011B claim was submitted to
HUD.
VA LGC/ FHA Case number VARCHAR2(15) Number that is assigned
individually to the loan by
either HUD or VA at the time
of origination. The number is
located on the Loan Guarantee
Certificate (LGC) or the
Mortgage Insurance Certificate
(MIC).
FHA Part A funds DATE(MM/DD/YYYY) Actual date that funds were
received date received from HUD as a result
of transmitting the 27011A
claim.
Foreclosure actual sale DATE(MM/DD/YYYY) Actual date that the
date foreclosure sale was held.
Servicer loan number VARCHAR2(15) Individual number that
uniquely identifies loan as
defined by servicer.
Loan type VARCHAR2(2) 1=FHA Residential 2=VA Residential Type of loan being serviced
3=Conventional w/o PMI 4=Commercial generally defined by the
5=FHA Project 6=Conventional w/PMI existence of certain types of
7=HUD 235/265 8=Daily Simple Interest Loan insurance. (i.e.: FHA, VA,
9=Farm Loan U=Unknown conventional insured,
S=Sub prime conventional uninsured, SBA,
etc.)
E-2-3
Loss mit approval date DATE(MM/DD/YYYY) The date determined that the
servicer and mortgagor agree
to pursue a defined loss
mitigation alternative.
Loss mit flag VARCHAR2(2) Y=Active loss mitigation N=No active loss mitigation Servicer defined indicator
that identifies that the loan
is involved in completing a
loss mitigation alternative.
Loss mit removal date DATE(MM/DD/YYYY) The date that the mortgagor is
denied loss mitigation
alternatives or the date that
the loss mitigation
alternative is completed
resulting in a current or
liquidated loan.
Loss mit type VARCHAR2(2) L=Loss Mitigation LT=Litigation pending The defined loss mitigation
NP=Pending non-performing sale CH=Charge off alternative identified on the
DI=Deed in lieu FB=Forbearance plan loss mit approval 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 DATE(MM/DD/YYYY) Name of vendor or management
company that provided the loss
mitigation valuation amount.
Loss mit value source VARCHAR2(15) BPO=Broker's Price Opinion Appraisal=Appraisal Date that the lost mitigation
valuation amount was completed
by vendor or property
management company.
MI certificate number VARCHAR2(15) A number that is assigned
individually to the loan by
the PMI company at the time of
origination. Similar to the VA
LGC/FHA Case Number in
purpose.
LPMI Cost NUMBER(7,7) The current premium paid to
the PMI company for Lender
Paid Mortgage Insurance.
Occupancy status VARCHAR2(1) O=Owner occupied T=Tenant occupied The most recent status of the
U=Unknown V=Vacant property regarding who if
anyone is occupying the
property. Typically a result
of a routine property
inspection.
First Vacancydate/ DATE(MM/DD/YYYY) The date that the most recent
Occupancy status date occupancy status was
determined. Typically the date
of the most recent property
inspection.
E-2-4
Original loan amount NUMBER(10,2) Amount of the contractual
obligations (i.e.: note and
mortgage/deed of trust).
Original value amount NUMBER(10,2) Appraised value of property as
of origination typically
determined through the
appraisal process.
Origination date DATE(MM/DD/YYYY) Date that the contractual
obligations (i.e.: note and
mortgage/deed of trust) of the
mortgagor was executed.
FHA Part B funds DATE(MM/DD/YYYY) Actual date that funds were
received date received fro HUD as a result
of transmitting the 27011B
claim.
Post petition due date DATE(MM/DD/YYYY) The post petition due date of
a loan involved in a chapter
13 bankruptcy.
Property condition VARCHAR2(2) 1=Excellent 2=Good Physical condition of the
3=Average 4=Fair property as most recently
5=Poor 6=Very poor reported to the servicer by
vendor or property management
company.
Property type VARCHAR2(2) 1=Single family 2=Town house Type of property secured by
3=Condo 4=Multifamily 5=Other mortgage such as: single
6=Prefabricated B=Commercial C=Land only family, 2-4 unit, etc.
7=Mobile home U=Unknown D=Farm
A=Church P=PUD R=Row house
O=Co-op M=Manufactured housing 24=2-4 family
CT=Condotel MU=Mixed use
Reason for default VARCHAR2(3) 001=Death of principal mtgr 02=Illness of principal mtgr Cause of delinquency as
003=Illness of mtgr's family member identified by 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
E-2-5
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
adjustment amount listing/pricing amount as
updated by the servicer for
REO properties.
REO list price DATE(MM/DD/YYYY) The most recent date that the
adjustment date servicer 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 DATE(MM/DD/YYYY) The actual date that the sale
of the REO property closed
escrow.
REO flag VARCHAR2(7) Y=Active REO N=No active REO Servicer defined indicator
that identifies that the
property is now Real Estate
Owned.
REO original list date DATE(MM/DD/YYYY) The initial/first date that
the property was listed with
an agent as an REO.
REO original list price NUMBER(15,2) The initial/first price that
was used to list the property
with an agent as an REO.
REO net sales proceeds NUMBER(10,2) The actual REO sales price
less closing costs paid. The
net sales proceeds are
identified within the HUD1
settlement statement.
REO sales price NUMBER(10,2) Actual sales price agreed upon
by both the purchaser and
servicer as documented on the
HUD1 settlement statement.
REO scheduled close date DATE(MM/DD/YYYY) The date that the sale of the
REO property is scheduled to
close escrow.
REO value date DATE(MM/DD/YYYY) Date that the vendor or
management company completed
the valuation of the property
resulting in the REO value (as
is).
REO value source VARCHAR2(15) BPO=Broker's Price Opinion Appraisal=Appraisal Name of vendor or management
company that provided the REO
value (as is).
E-2-6
Repay first due date DATE(MM/DD/YYYY) The due date of the first
scheduled payment due under a
forbearance or repayment plan
agreed to by both the
mortgagor and servicer.
Repay next due date DATE(MM/DD/YYYY) The due date of the next
outstanding payment due under
a forbearance or repayment
plan agreed to by both the
mortgagor and servicer.
Repay plan DATE(MM/DD/YYYY) The servicer defined date upon
broken/reinstated/closed which the servicer considers
date that the plan is no longer in
effect as a result of plan
completion or mortgagor's
failure to remit payments as
scheduled.
Repay plan created date DATE(MM/DD/YYYY) The date that both the
mortgagor and servicer agree
to the terms of a forbearance
or repayment plan.
SBO loan number NUMBER(9) Individual number that
uniquely identifies loan as
defined by Aurora Master
Servicing.
Escrow balance/advance NUMBER(10,2) The positive or negative
balance account balance that is
dedicated to payment of hazard
insurance, property taxes, MI,
etc. (escrow items only)
Title approval letter DATE(MM/DD/YYYY) The actual date that the title
received date approval was received as set
forth in the HUD title
approval letter.
Title package HUD/VA DATE(MM/DD/YYYY) The actual date that the title
date package was submitted to
either HUD or VA.
VA claim funds received DATE(MM/DD/YYYY) The actual date that funds
date were received by the servicer
from the VA for the expense
claim submitted by the
servicer.
VA claim submitted date DATE(MM/DD/YYYY) The actual date that the
expense claim was submitted by
the servicer to the VA.
VA first funds received NUMBER(15,2) The amount of funds received
amount by the servicer from VA as a
result of the specified bid.
VA first funds received DATE(MM/DD/YYYY) The date that the funds from
the specified bid were
received by the servicer from
the VA.
VA XXX submitted date DATE(MM/DD/YYYY) Actual date that the Notice of
Election to Convey was
submitted to the VA.
E-2-7
Zip Code VARCHAR2(5) US postal zip code that
corresponds to property
location.
FNMA Delinquency status VARCHAR2(3) 09=Forbearance 17=Preforeclosure sale The code that is
code 24=Drug seizure 26=Refinance 27=Assumption electronically reported to
28=Modification 29=Charge-off 30=Third-party sale FNMA by the servicer that
31=Probate 32=Military indulgence 43=Foreclosure reflects the current defaulted
44=Deed-in-lieu 49=Assignment 61=Second lien considerations status of a loan. (i.e.: 65,
62=VA no-bid 63=VA Refund 64=VA Buydown 67, 43 or 44)
65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 67=Ch. 13 bankruptcy
FNMA delinquency reason VARCHAR2(3) 001=Death of principal mtgr 002=Illness of principal mtgr The code that is
code 003=Illness of mtgr's family member 004=Death of mtgr's family member electronically reported to
005=Marital difficulties 006=Curtailment of income FNMA by the servicer that
007=Excessive obligations 008=Abandonment of property describes the circumstance
009=Distant employee transfer 011=Property problem that appears to be the primary
012=Inability to sell property 013=Inability to rent property contributing factor to the
014=Military service 015=Other delinquency.
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
balance mortgage company through
completion of repairs to
property.
Investor number NUMBER (10,2) Unique number assigned to a
group of loans in the
servicing system.
E-2-8
EXHIBIT F
SEC CERTIFICATION
[Date]
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 Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2005-5
--------------------------------------------------------------------------
Reference is made to the Reconstituted Servicing Agreement dated as of April 1,
2005 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc. (the "LBH")
and GreenPoint Mortgage Funding, Inc. (the "Servicer") and acknowledged by
Aurora Loan Services LLC (the "Master Servicer") and JPMorgan Chase Bank, N.A.,
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 material information
necessary to make the Servicing Information, in light of the circumstances
under which such information was provided, not misleading as of the date
of this certification;
3. Based on my knowledge, the Servicing Information has been provided to the
Master Servicer when and as required under the Agreement; and
4. I am responsible for reviewing the activities performed by the Servicer
under the Agreement, and based upon my knowledge and the review required
under the Agreement, and except as disclosed in writing to you on or prior
to the date of this certification either in the accountants' report
required under the Agreement or in disclosure a copy of which is attached
hereto, the Servicer has, for the period covered by the Form 10-K Annual
Report, fulfilled its obligations under this Agreement.
GREENPOINT MORTGAGE FUNDING, INC.
Name: ______________________
Title: ______________________
Date: ______________________
F-1
