Exhibit 99.13
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 NATIONAL
CITY MORTGAGE CO., New York corporation (referred to herein as the "Servicer"),
and acknowledged by AURORA LOAN SERVICES LLC, a Delaware corporation ("Aurora"),
and JPMORGAN CHASE BANK, N.A., a national banking association (the "Trustee"),
recites and provides as follows:
RECITALS
WHEREAS, the Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain
conventional, residential, fixed and adjustable rate, first lien mortgage loans
from the Servicer, which mortgage loans were either originated or acquired by
the Servicer, pursuant to the Seller's Warranties and Servicing Agreement
between the Bank, as purchaser, and the Servicer, as company, dated as of August
1, 2001 (for Conventional Residential Fixed and Adjustable Rate Mortgage Loans,
Group No. 2001-1) (the "Existing Servicing Agreement" and as amended by
Amendment No. 1, dated as of November 21, 2001, Amendment No. 2, dated as of
October 25, 2002 and Amendment No. 3, dated as of January 14, 2003, the "SWSA")
and annexed hereto as Exhibit B.
WHEREAS, the mortgage loans are currently being serviced by the Servicer
pursuant to the SWSA.
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 the mortgage loans currently serviced under the SWSA and assumed for the
benefit of each of the Servicer and the Bank the rights and obligations of the
Bank as owner of such mortgage loans pursuant to the SWSA.
WHEREAS, the Seller has conveyed certain of the mortgage loans identified
on Exhibit D (the "Mortgage Loans") to Structured Asset Securities Corporation,
a Delaware special purpose corporation ("SASCO"), which in turn has conveyed the
Mortgage Loans to 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
Mortgage Loans, and the Servicer has agreed to do so, subject to the rights of
the Seller and the Master Servicer to terminate the rights and obligations of
the Servicer hereunder as set forth herein and to the other conditions set forth
herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the SWSA
shall apply to the Mortgage Loans, except to the extent otherwise 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 SWSA
incorporated by reference herein (regardless of whether such terms are defined
in the SWSA), shall have the meanings ascribed to such terms in the Trust
Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank,
National Association will act as custodian of the Serviced Mortgage Files for
the Trustee pursuant to the Trust Agreement.
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 SWSA, except as otherwise
provided herein and on Exhibit A hereto, and that the provisions of the SWSA, as
so modified, are and shall be a part of this Agreement to the same extent as if
set forth herein in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation
of Section 4.05 and Section 5.01 of the SWSA, the remittance on May 18, 2005 to
the Trust Fund is to include principal due after April 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) Section 5.01 of the SWSA.
5. Master Servicing; Termination of Servicer. The Servicer, including
any successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the 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 SWSA to enforce the
obligations of the Servicer under the SWSA and the term "Purchaser" as used in
the SWSA in connection with any rights of the Seller shall refer to the Trust
Fund or, as the content requires, the Master Servicer acting in its capacity as
agent for the Trust Fund, except as otherwise specified in Exhibit A hereto. The
Master Servicer shall be entitled to terminate the rights and obligations of the
Servicer under this Agreement upon the failure of the Servicer to perform any of
its obligations under this Agreement, which failure results in an Event of
Default as provided in Section 10.01 of the SWSA. Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer assume any of the
obligations of the Seller under the SWSA; and in connection with the performance
of the Master Servicer's duties hereunder, the parties and other signatories
hereto agree that the Master Servicer shall be entitled to all of the rights,
protections and limitations of liability afforded to the Master Servicer under
the Trust Agreement.
6. No Representations. Except as described herein, neither the Servicer
nor the Master Servicer shall be obligated or required to make any
representations and warranties regarding the characteristics of the Mortgage
Loans (other than those representations and warranties made by the Servicer in
Section 3.02 of the SWSA) in connection with the transactions contemplated by
the Trust Agreement and issuance of the Certificates issued pursuant thereto.
The Servicer hereby makes the
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following additional representations and warranties which may be enforced in
accordance with the SWSA:
(a) No Mortgage Loan originated on or after October 1, 2002 and
secured by a Mortgaged Property located in the State of Georgia is a "home
loan" and is either a "covered" or "high cost loan" as defined in the
Georgia Fair Lending Act, as amended.
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 0000-0
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:
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Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Dechert, LLP
4000 Xxxx Atlantic Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the SWSA.
8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, NOTWITHSTANDING NEW YORK OR
OTHER CHOICE OF LAW RULES TO THE CONTRARY.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
instrument.
10. Reconstitution. This Seller and the Servicer agree that this
Agreement is a "Reconstitution Agreement" and that the date hereof is the
"Reconstitution Date," each as defined in the SWSA.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.
as Seller
By:______________________________________
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
NATIONAL CITY MORTGAGE CO.,
as Servicer
By:______________________________________
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES LLC,
as Master Servicer
By:______________________________________
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
JPMORGAN CHASE BANK, N.A.,
as Trustee
By:______________________________________
Name:
Title
EXHIBIT A
Modifications to the SWSA
1. Unless otherwise specified herein, for purposes of this Servicing
Agreement, including definitions, relating to (i) representations and
warranties of the Purchaser, (ii) the sale and purchase of the Mortgage
Loans, (iii) Whole Loan and Pass-Through Transfers and Reconstitution,
and (iv) Assignments of Mortgage Loans, shall be disregarded. The exhibits
to the SWSA 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 April 1,
2005, by and between JPMorgan Chase Bank, N.A. and U.S. Bank,
National Association.
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 "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 Xxxxxx Xxx, Xxxxxx Xxx or
Xxxxxxx Mac with any registered broker/dealer subject to Securities
Investors' Protection Corporation jurisdiction or any commercial
bank insured by the FDIC, if such broker/dealer or bank has an
uninsured, unsecured and
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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
either Rating Agency;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand or on a specified date not more than 180 days after the date
of issuance thereof) rated by each Rating Agency in its highest
short-term rating category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of
the United States of America or its agencies or instrumentalities
(which obligations are backed by the full faith and credit of the
United States of America) held by a custodian in safekeeping on
behalf of the holders of such receipts; and
(viii) any other demand, money market, common trust fund or
time deposit or obligation, or interest-bearing or other security or
investment, (A) rated in the highest rating category by each Rating
Agency or (B) that would not adversely affect the then current
rating by each Rating Agency of any of the Certificates. Such
investments in this subsection (viii) may include money market
mutual funds or common trust funds, including any fund for which the
Trustee, 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.
5. The definition of "Xxxxxx Xxx" is hereby added to Article I to immediately
follow the definition of "GEMICO":
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"Xxxxxx Mae": The Government National Mortgage Association, or any
successor thereto.
6. 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
Company, to be recoverable from collections or other recoveries in
respect of such Mortgage Loan. To the extent that the Company
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 Company
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 Company which may support such determinations.
7. 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 Company by the Purchaser 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.
8. 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
purchased from the Company by the Purchaser, which Mortgage Loan
Schedule is attached as Exhibit C to this Agreement.
9. The definition of "Opinion of Counsel" in Article I is hereby amended by
adding the following proviso at the end of such definition:
provided that any Opinion of Counsel relating to (a) qualification
of the Mortgage Loans in a REMIC or (b) compliance with the REMIC
Provisions, must be an opinion of counsel who (i) is in fact
independent of the Company and the Master Servicer of the Mortgage
Loans, (ii) does not have any material direct or indirect financial
interest in the Company or the Master Servicer of the Mortgage Loans
or in an affiliate of either and (iii) is not connected with the
Company or the Master Servicer of the Mortgage Loans as an officer,
employee, director or person performing similar functions.
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10. The definition of "Prepayment Interest Shortfall Amount" 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 voluntary (not including discounted
payoffs) Principal Prepayment in full or in part during any Due
Period, which Principal Prepayment was applied to such Mortgage Loan
prior to such Mortgage Loan's Due Date in such Due Period, the
amount of interest (net of the related Servicing Fee for Principal
Prepayments in full only) that would have accrued on the amount of
such Principal Prepayment during the period commencing on the date
as of which such Principal Prepayment was applied to such Mortgage
Loan and ending on the day immediately preceding such Due Date,
inclusive.
11. 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
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.
12. 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;
(b) provide that the Company 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 Company, the
Company 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 Company's interest therein shall be
transferable to any successor Company 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.
13. 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
Company or as otherwise provided under this Agreement.
14. The parties acknowledge that the fourth paragraph of Section 2.02 shall be
inapplicable to this Agreement.
15. The parties acknowledge that Section 2.03 (Delivery of Documents) shall be
superceded by the provisions of the Custodial Agreement.
16. Section 3.01(c) (No Conflicts) is hereby amended by deleting the words
"the acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser or the transactions contemplated hereby."
17. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second sentence thereof.
18. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans as evidenced by the consummation
of the transactions contemplated by this Agreement."
19. Section 3.01(i) (Selection Process), Section 3.01 (j)
(Pool Characteristics), Section 3.01 (l)(Sale Treatment), Section 3.01 (n)
(No Broker's Fees'), Section 3.01 (o)(Origination) and Section 3.01(p)
(Fair Consideration) shall be inapplicable to this Agreement.
20. Section 3.03 (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 3.01 (a) through (h), (k) and (m)
are hereby restated as of the Closing Date and shall survive the
engagement of the Company to perform the servicing responsibilities
hereunder and the delivery of the Servicing Files to the Company and
shall inure to the benefit of the Trustee, the Trust Fund and the
Master Servicer. Upon discovery by either the Company, the Master
Servicer or the Trustee of a breach of any of the foregoing
representations and warranties which materially and adversely
affects the ability of the Company to perform its duties and
obligations under this Agreement or otherwise materially and
adversely affects the value of the Mortgage Loans, the Mortgaged
Property or the priority of the security interest on such Mortgaged
Property or the interest of the Trustee or the Trust Fund, the party
discovering such breach shall give prompt written notice to the
other.
Within 60 days of the earlier of either discovery by or notice
to the Company of
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any breach of a representation or warranty set forth in Section 3.01
which materially and adversely affects the ability of the Company to
perform its duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Mortgage Loans,
the Mortgaged Property or the priority of the security interest on
such Mortgaged Property, the Company shall use its best efforts
promptly to cure such breach in all material respects and, if such
breach cannot be cured, the Company shall, at the Trustee's option,
assign the Company's rights and obligations under this Agreement (or
respecting the affected Loans) to a successor servicer selected by
the Trustee with the prior consent and approval of the Master
Servicer. Such assignment shall be made in accordance with Section
12.01.
In addition, the Company shall indemnify (from its own funds)
the Trustee, the Trust Fund and the Master Servicer and hold each of
them harmless against any costs resulting from any claim, demand,
defense or assertion based on or grounded upon, or resulting from, a
breach of the Company's representations and warranties contained in
this Agreement. It is understood and agreed that the remedies set
forth in this Section 3.01 constitute the sole remedies of the
Master Servicer, the Trust Fund and the Trustee respecting a breach
of the foregoing representations and warranties.
Any cause of action against the Company relating to or arising
out of the breach of any representations and warranties made in
Section 3.01 shall accrue upon (i) discovery of such breach by the
Company or notice thereof by the Trustee or Master Servicer to the
Company, (ii) failure by the Company to cure such breach within the
applicable cure period, and (iii) demand upon the Company by the
Trustee or the Master Servicer for compliance with this Agreement.
21. Section 4.01 (Company to Act as Servicer) is hereby amended as follows:
(i) by deleting the first, second and third sentences of the
second paragraph of such section and replacing it with the following:
Consistent with the terms of this Agreement, the Company may
waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of any such term or in any manner grant indulgence
to any Mortgagor if in the Company's reasonable and prudent
determination such waiver, modification, postponement or indulgence
is not materially adverse to the Purchaser, provided, however, that
unless the Mortgagor is in default with respect to the Mortgage Loan
or such default is, in the judgment of the Company, imminent, the
Company shall not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate, forgive
the payment of principal or interest, reduce or increase the
outstanding principal balance (except for actual payments of
principal) or change the final maturity date on such Mortgage Loan.
(ii) by adding the following to the end of the second paragraph of
such section:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Company shall
forward to the Master Servicer copies of any documents evidencing
such assumption, modification, consolidation or extension.
Notwithstanding anything to the contrary contained in this
Agreement, the Company shall not make or permit any modification,
waiver or amendment of any term of any Mortgage Loan that would
cause any REMIC created under the Trust Agreement to fail
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to qualify as a REMIC or result in the imposition of any tax under
Section 860F(a) or Section 860G(d) of the Code.
22. Section 4.04 (Establishment of and Deposits to Custodial Account) is
hereby amended as follows:
(a) the words "National City Mortgage Corp in trust for the
Purchaser of Conventional Residential Fixed Rate Mortgage
Loans, Group 2001-1 and various Mortgagors" in the fourth,
fifth and sixth lines of the first sentence of the first
paragraph shall be replaced by the following words: "National
City Mortgage Co. in trust for the SARM 2005-5 Trust Fund".
(b) by amending clause (viii) to read as follows:
(viii) the amount of any Prepayment Interest Shortfall
Amount paid out of the Company's own funds without
any right to reimbursement therefor;
23. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by replacing the last five lines of clause (ii) with the
following:
Company's right thereto shall be prior to the rights of the Trust
Fund; provided however, that in the event that the Company
determines in good faith that any unreimbursed Monthly Advances will
not be recoverable from amounts representing late recoveries of
payments of principal or interest respecting the particular Mortgage
Loan as to which such Monthly Advance was made or from Liquidation
Proceeds or Insurance Proceeds with respect to such Mortgage Loan,
the Company may reimburse itself for such amounts from the Custodial
Account, it being understood, in the case of any such reimbursement,
that the Company's right thereto shall be prior to the rights of the
Trust Fund;
24. Section 4.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "National City Mortgage Corp., in trust for
the Purchaser of Conventional Residential Fixed Rate Mortgage Loans, Group
No. 2001-1 and various Mortgagors" in the fourth, fifth and sixth lines of
the first sentence of the first paragraph, and replacing it with the
following words:
"National City Mortgage Co. in trust for the SARM 2005-5 Trust
Fund".
25. Section 4.16 (Title, Management and Disposition of REO Property) is hereby
amended by (i) replacing the reference to "one year" in the seventh line
of the second paragraph thereof with "three years" and (ii) adding two new
paragraphs after the second paragraph thereof to read as follows:
In the event that the Trust Fund acquires any REO Property in
connection with a default or imminent default on a Mortgage Loan, the
Company shall dispose of such REO Property not later than the end of the
third taxable year after the year of its acquisition by the Trust Fund
unless the Company has applied for and received a grant of extension from
the Internal Revenue Service to the effect that, under the REMIC
Provisions and any relevant proposed legislation and under applicable
state law, the applicable Trust REMIC may hold REO Property for a longer
period without adversely affecting the REMIC status of such REMIC or
causing the imposition of a federal or state tax upon such REMIC. If the
Company has received such an extension, then the Company shall continue to
attempt to sell the REO Property for its fair market value for such period
longer than three years as such extension permits (the "Extended Period").
If the
A-7
Company has not received such an extension and the Company is unable to
sell the REO Property within the period ending 3 months before the end of
such third taxable year after its acquisition by the Trust Fund or if the
Company has received such an extension, and the Company is unable to sell
the REO Property within the period ending three months before the close of
the Extended Period, the Company shall, before the end of the three year
period or the Extended Period, as applicable, (i) purchase such REO
Property at a price equal to the REO Property's fair market value or (ii)
auction the REO Property to the highest bidder (which may be the Company)
in an auction reasonably designed to produce a fair price prior to the
expiration of the three-year period or the Extended Period, as the case
may be. The Trustee shall sign any document or take any other action
reasonably requested by the Company which would enable the Company, on
behalf of the Trust Fund, to request such grant of extension.
Notwithstanding any other provisions of this Agreement, no REO
Property acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used by or on behalf of the Trust Fund
in such a manner or pursuant to any terms that would: (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning
of Section 860G(a)(8) of the Code; or (ii) subject any Trust REMIC to the
imposition of any federal income taxes on the income earned from such REO
Property, including any taxes imposed by reason of Sections 860F or
860G(c) of the Code, unless the Company has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such taxes.
(iii) deleting the first sentence of the third paragraph thereof, (iv)
replacing the words "one" and "sentence" with "three" and "paragraph",
respectively, in the fifth line of the third paragraph thereto, and (v)
replacing the word "advances" in the sixth line of the fifth paragraph
thereof with "Monthly Advances";
(vi) by adding the following to the end of such Section:
Prior to acceptance by the Company of an offer to sell any REO
Property, the Company shall notify the Master Servicer of such offer in
writing which notification shall set forth all material terms of said
offer (each a "Notice of Sale"). The Master Servicer shall be deemed to
have approved the sale of any REO Property unless the Master Servicer
notifies the Company in writing, within five (5) days after its receipt of
the related Notice of Sale, that it disapproves of the related sale, in
which case the Company shall not proceed with such sale.
26. Section 5.01 (Remittances) is hereby amended by replacing the word
"second" in the second paragraph of such Section with the word "first",
and is further amended by adding the following after the second paragraph
of such Section:
All remittances required to be made to the Master Servicer
shall be made to the following wire account or to such other account
as may be specified by the Master Servicer from time to time:
X-0
XXXxxxxx Xxxxx Xxxx
Xxx Xxxx, Xxx Xxxx
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
27. Section 5.02 (Statements to Purchaser) is hereby amended in its entirety
to read as follows:
Section 5.02 Statements to Master Servicer.
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 4.04 and 4.06 within 30 days
of the Closing Date.
Not later than the tenth calendar day of each month, the
Company shall furnish to the Master Servicer monthly reports
providing information to be mutually agreed upon by the Company and
Master Servicer prior to first due date of such reports and in
formats similar to Exhibit D-1 and Exhibit D-2.
28. Section 6.04 (Annual Statement as to Compliance) is hereby amended and
restated in its entirety to read as follows:
Section 6.04 Annual Officer's Certificate.
On or before the last day of February of each year, beginning
with February 28, 2005, the Company, at its own expense, will
deliver to the Purchaser and the Master Servicer a Servicing
Officer's certificate stating, as to each signer thereof, that (i) a
review of the activities of the Company during such preceding fiscal
year and of performance under this Agreement has been made under
such officers' supervision, and (ii) to the best of such officers'
knowledge, based on such review, the Company has fulfilled all its
obligations under this Agreement for such year, or, if there has
been a default in the fulfillment of all such obligations,
specifying each such default known to such officer and the nature
and status thereof including the steps being taken by the Company to
remedy such default.
29. Section 6.05 (Annual Independent Public Accountants Servicing Report) is
hereby amended and restated in its entirety to read as follows:
Section 6.05 Annual Audit Report.
On or before the last day of February of each year, beginning
with February 28, 2005, the Company shall, at its own expense, cause
a firm of independent public accountants (who may also render other
services to Company), which is a member of the American Institute of
Certified Public Accountants, to furnish to the Purchaser and Master
Servicer (i) year-end audited (if available) financial statements of
the Company and (ii) a statement to the effect that such firm has
examined certain documents and records for the preceding fiscal year
(or during the period from the date of commencement of such
Company's duties hereunder until the end of such preceding
A-9
fiscal year in the case of the first such certificate) and that, on
the basis of such examination conducted substantially in compliance
with the Uniform Single Attestation Program for Mortgage Bankers,
such firm is of the opinion that Company's overall servicing
operations have been conducted in compliance with the Uniform Single
Attestation Program for Mortgage Bankers except for such exceptions
that, in the opinion of such firm, the Uniform Single Attestation
Program for Mortgage Bankers requires it to report, in which case
such exceptions shall be set forth in such statement.
30. A new Section 6.08 is hereby added to this Agreement to read as follows:
Section 6.08 Officer's Certificate.
(a) By February 28th of each year, or at any other time upon
thirty (30) days written request, an officer of the Servicer 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 Servicer 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 Servicer of that fact, and
(ii) the Servicer shall not be required to provide the Officer's
Certificate described in this subsection (a).
31. Section 9.01 (Indemnification; Third Party Claims) is hereby amended by
deleting Subsection (a) and replacing it with the following:
(a) The Company shall indemnify the Purchaser, the Trust Fund, the
Trustee and the Master Servicer and hold each of them harmless
against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs,
judgments, and any other costs, fees and expenses that any of such
parties may sustain in any way related to the failure of the Company
to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement. The Company immediately
shall notify the Purchaser, the Master Servicer and the Trustee or
any other relevant party if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans, assume (with the
prior written consent of the indemnified party, which consent shall
not be unreasonably withheld or delayed) the defense of any such
claim and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or any of such parties in
respect of such claim. The Company shall follow any written
instructions received from the Trustee in connection with such
claim. The Company shall provide the Trustee with a written report
of all expenses and advances incurred by the Company pursuant to
this Section 9.01, and the Trustee from the assets of the Trust Fund
promptly shall reimburse the Company for all amounts advanced by it
pursuant to the preceding sentence except when the claim is in any
way relates to the failure of the Company to service and administer
the Mortgage Loans in strict compliance with the terms of this
Agreement or the gross negligence, bad faith or willful misconduct
of this Company.
32. Section 10.01 (Events of Default) is hereby amended by:
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(a) changing any reference to "Purchaser" to "Master Servicer"
(b) changing the reference to "five days" to "two Business Days"
in subclause (i);
(c) amending subclause (vii) as follows: "the Company at any time
is neither a Xxxxxx Xxx or Xxxxxxx Mac approved servicer, and
the Master Servicer has not terminated the rights and
obligations of the Company under this Agreement and replaced
the Company with a Xxxxxx Mae or Xxxxxxx Mac approved servicer
within 30 days of the absence of such approval; or"; and
(d) adding the words "within the applicable cure period" after the
word "remedied" in the second line of the second paragraph.
33. 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."
34. 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 Company and the Trustee in writing,
provided such termination is also acceptable to the Master
Servicer and the Rating Agencies.
At the time of any termination of the Company pursuant to
Section 11.01, the Company shall be entitled to all accrued and
unpaid Servicing Fees and unreimbursed Servicing Advances and
Monthly Advances; provided, however, in the event of a termination
for cause under Sections 10.01 hereof, such unreimbursed amounts
shall not be reimbursed to the Company until such amounts are
received by the Trust Fund from the related Mortgage Loans.
35. The first paragraph of Section 11.02 (Termination Without Cause) is hereby
amended by replacing the first reference 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."
36. Section 12.01 (Successor to Company) is hereby amended in its entirety to
read as follows:
Simultaneously with the termination of the Company's
responsibilities and duties under this Agreement pursuant to
Sections 9.04, 10.01, 11.01(ii) or 11.02 the Master Servicer shall,
in accordance with the provisions of the Trust Agreement (i) succeed
to and assume all of the Company's responsibilities, rights, duties
and obligations under this Agreement, or (ii) appoint a successor
meeting the eligibility requirements of this Agreement, and which
shall succeed to all rights and assume all of the responsibilities,
duties and liabilities of the Company under this Agreement with the
termination of the Company's responsibilities, duties and
liabilities under this Agreement. Any successor to the Company that
is not at that time a servicer of other mortgage loans for the Trust
Fund shall be subject to the approval of the Master Servicer, the
Purchaser, the Trustee and each Rating Agency (as such term is
defined in the Trust Agreement). Unless the successor servicer is at
that time a servicer of other mortgage loans for the Trust Fund,
each Rating Agency must deliver to the Trustee a letter to the
effect that such transfer of servicing will not result in a
qualification, withdrawal or downgrade of the then-current
A-11
rating of any of the Certificates. In connection with such
appointment and assumption, the Master Servicer or the Purchaser, as
applicable, may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation
shall be in excess of that permitted the Company under this
Agreement. In the event that the Company's duties, responsibilities
and liabilities under this Agreement should be terminated pursuant
to the aforementioned sections, the Company shall discharge such
duties and responsibilities during the period from the date it
acquires knowledge of such termination until the effective date
thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action
whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the
Company pursuant to the aforementioned sections shall not become
effective until a successor shall be appointed pursuant to this
Section 12.01 and shall in no event relieve the Company of the
representations and warranties made pursuant to Sections 3.01 and
3.02 and the remedies available to the Trust Fund under Section 3.03
shall be applicable to the Company notwithstanding any such
resignation or termination of the Company, or the termination of
this Agreement.
Within a reasonable period of time, but in no event longer
than 30 days of the appointment of a successor entity, the Company
shall prepare, execute and deliver to the successor entity any and
all documents and other instruments, place in such successor's
possession all Servicing Files, and do or cause to be done all other
acts or things necessary or appropriate to effect the purposes of
such notice of termination. The Company shall cooperate with the
Trustee and the Master Servicer, as applicable, and such successor
in effecting the termination of the Company's responsibilities and
rights hereunder and the transfer of servicing responsibilities to
the successor servicer, including without limitation, the transfer
to such successor for administration by it of all cash amounts which
shall at the time be credited by the Company to the Account or any
Escrow Account or thereafter received with respect to the Mortgage
Loans.
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Trustee, the Company and the Master
Servicer an instrument (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 Company under this Agreement,
whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and
liabilities of the Company, with like effect as if originally named
as a party to this Agreement. Any termination or resignation of the
Company or termination of this Agreement pursuant to Sections 9.04,
10.01, 11.01 or 11.02 shall not affect any claims that the Master
Servicer or the Trustee may have against the Company arising out of
the 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 Account and
Escrow Account and all Collateral Files, Credit Files and related
documents and statements held by it hereunder to the successor
servicer and the Company shall account for all funds and shall
execute and deliver such instruments and do such other things as may
reasonably be required to more fully and definitively vest in the
successor all such rights, powers, duties, responsibilities,
obligations and liabilities of the Company.
Upon a successor's acceptance of appointment as such, the
Company shall notify
A-12
the Trustee and Master Servicer of such appointment in accordance
with the notice procedures set forth herein.
Except as otherwise provided in this Agreement, all reasonable
costs and expenses incurred in connection with any transfer of
servicing hereunder (whether as a result of termination or removal
of the Company or resignation of the Company or otherwise),
including, without limitation, the costs and expenses of the Master
Servicer or any other Person in appointing a successor servicer, or
of the Master Servicer in assuming the responsibilities of the
Company hereunder, or of transferring the Servicing Files and the
other necessary data to the successor servicer shall be paid by the
terminated, removed or resigning Company from its own funds without
reimbursement.
37. Section 12.02 (Amendment) is hereby amended by replacing the words "by
the Company and the Purchaser by written agreement signed by the Company
and the Purchaser" with "by written agreement by the Company and the
Purchaser, with the written consent of the Master Servicer and the
Trustee."
38. Section 12.04 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
39. Section 12.10 (Assignment by Purchaser) is hereby deleted in its entirety.
40. Section 12.11 (No Personal Solicitation) is hereby amended by replacing
the words "the Purchaser" with "Xxxxxx Brothers Holdings Inc." in each
instance.
41. A New Section 12.12 (Intended Third Party Beneficiaries) is hereby added
to read as follows:
Section 12.12 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 Company
shall have the same obligations to the Master Servicer and the
Trustee as if they were parties to this Agreement, and the Master
Servicer and the Trustee shall have the same rights and remedies to
enforce the provisions of this Agreement as if they were parties to
this Agreement. The Company shall only take direction from the
Master Servicer (if direction by the Master Servicer is required
under this Agreement) unless otherwise directed by this Agreement.
Notwithstanding the foregoing, all rights and obligations of the
Master Servicer and the Trustee hereunder (other than the right to
indemnification) shall terminate upon termination of the Trust
Agreement and of the Trust Fund pursuant to the Trust Agreement.
A-13
EXHIBIT B
Seller's Warranties and Servicing Agreement
[See Exhibit 99.14]
B-1
EXHIBIT C
Assignment and Assumption Agreement
[INTENTIONALLY OMMITED]
C-1
EXHIBIT D
Schedule of Mortgage Loans
[INTENTIONALLY OMMITED]
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
E-1-1
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
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 DATE(MM/DD/YYYY) Actual date that the claim was submitted to
the PMI company.
Actual bankruptcy start DATE(MM/DD/YYYY) Actual date that the bankruptcy petition is
date filed with the court.
Actual MI claim amount NUMBER(15,2) The amount of the claim that was filed by
filed 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 proceedings
date are completed by local counsel.
Actual eviction start date DATE(MM/DD/YYYY) Actual date that the eviction 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 DATE(MM/DD/YYYY) Actual date that the 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 the property.
E-2-1
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 DATE(MM/DD/YYYY) Actual date that funds were 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 dismissal or relief
granted 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 Name of vendor or management company that
Appraisal=Appraisal provided the delinquency valuation amount.
Delinquency value date DATE(MM/DD/YYYY) Date that the delinquency valuation amount
was completed by vendor or property
management company.
Delinquency flag VARCHAR2(2) Y=90+ delinq. Not in FC, Bky or Loss mit Servicer defined indicator that 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 Servicer defined indicator that identifies
N=No active foreclosure that the loan is involved in foreclosure
proceedings.
E-2-2
Corporate expense balance NUMBER(10,2) Total of all cumulative expenses advanced by
the servicer for non-escrow expenses such as
but not limited to: FC fees and costs,
bankruptcy fees and costs, property
preservation and property inspections.
Foreclosure attorney DATE(MM/DD/YYYY) Actual date that the loan was referred to
referral date local counsel to begin foreclosure
proceedings.
Foreclosure valuation amount NUMBER(15,2) Value obtained during the foreclosure
process. Usually as a result of a BPO and
typically used to calculate the bid.
Foreclosure valuation date DATE(MM/DD/YYYY) Date that foreclosure valuation amount was
completed by vendor or property management
company.
Foreclosure valuation source VARCHAR2(80) BPO= Broker's Price Opinion Name of vendor or management company that
Appraisal=Appraisal provided the foreclosure valuation amount.
FHA 27011A transmitted date DATE(MM/DD/YYYY) Actual date that the FHA 27011A claim was
submitted to HUD.
FHA 27011 B transmitted date DATE(MM/DD/YYYY) Actual date that the FHA 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 received DATE(MM/DD/YYYY) Actual date that funds were received from
date HUD as a result of transmitting the 27011A
claim.
Foreclosure actual sale date DATE(MM/DD/YYYY) Actual date that the 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 generally
3=Conventional w/o PMI 4=Commercial defined by the existence of certain types of
5=FHA Project 6=Conventional w/PMI insurance. (i.e.: FHA, VA, conventional
7=HUD 235/265 8=Daily Simple insured, conventional uninsured, SBA, etc.)
Interest Loan
9=Farm Loan U=Unknown
E-2-3
S=Sub prime
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 Servicer defined indicator that identifies
N=No active loss mitigation 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 The defined loss mitigation alternative
pending identified on the loss mit approval date.
NP=Pending CH=Charge off
non-performing sale
DI=Deed in lieu FB=Forbearance plan
MO=Modification PC=Partial claim
SH=Short sale VA=VA refunding
Loss mit value NUMBER(10,2) Value obtained typically from a BPO prior
to foreclosure sale intended to aid in the
completion of loss mitigation activity.
Loss mit value date DATE(MM/DD/YYYY) Name of vendor or management company that
provided the loss mitigation valuation
amount.
Loss mit value source VARCHAR2(15) BPO= Broker's Price Appraisal=Appraisal Date that the lost mitigation valuation
Opinion 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.
E-2-4
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 Vacancydate/ DATE(MM/DD/YYYY) The date that the most recent occupancy
Occupancy status date status was determined. Typically the date of
the most recent property inspection.
Original loan amount NUMBER(10,2) Amount of the contractual obligations
(i.e.: note and mortgage/deed of trust).
Original value amount NUMBER(10,2) Appraised value of property as of
origination typically determined through
the appraisal process.
Origination date DATE(MM/DD/YYYY) Date that the contractual obligations (i.e.:
note and mortgage/deed of trust) of the
mortgagor was executed.
FHA Part B funds received DATE(MM/DD/YYYY) Actual date that funds were received fro
date 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 property as most
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 house P=PUD R=Row
O=Co-op M=Manufactured
housing 24= 2-4 family
CT=Condotel MU=Mixed use
E-2-5
Reason for default VARCHAR2(3) 001=Death of principal
mtgr 02=Illness of Cause of delinquency as identified by
003=Illness of mtgr's family principal mtgr mortgagor.
member
004=Death of mtgr's family 005=Marital
member difficulties
006=Curtailment of income 007=Excessive
obligations
008=Abandonment of property 009=Distant employee
transfer
011=Property problem 012=Inability to sell
property
013=Inability to rent property 014=Military service
015=Other 016=Unemployment
017=Business failure 019=Casualty loss
022=Energy-Environment costs 023=Servicing problems
026= Payment adjustment 027=Payment dispute
029=Transfer ownership pending 030=Fraud
031=Unable to contact borrower INC=Incarceration
REO repaired value NUMBER(10,2) The projected value of the property that is
adjusted from the "as is" value assuming
necessary repairs have been made to the
property as determined by the
vendor/property management company.
REO list price adjustment NUMBER(15,2) The most recent listing/pricing amount as
amount updated by the servicer for REO properties.
REO list price adjustment DATE(MM/DD/YYYY) The most recent date that the servicer
date advised the agent to make an adjustment to
the REO listing price.
REO value (as is) NUMBER(10,2) The value of the property without making
any repairs as determined by the
vendor/property management company.
REO actual closing date 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.
E-2-6
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 Appraisal=Appraisal Name of vendor or management company that
Opinion provided the REO value (as is).
Repay first due date DATE(MM/DD/YYYY) The due date of the first scheduled
payment due under a forbearance or
repayment plan agreed to by both the
mortgagor and servicer.
Repay next due date DATE(MM/DD/YYYY) The due date of the next outstanding payment
due under a forbearance or repayment plan
agreed to by both the mortgagor and
servicer.
Repay plan DATE(MM/DD/YYYY) The servicer defined date upon which the
broken/reinstated/closed servicer considers that the plan is no
date longer in effect as a result of plan
completion or mortgagor's failure to remit
payments as scheduled.
Repay plan created date DATE(MM/DD/YYYY) The date that both the
mortgagor and servicer agree to the terms
of a forbearance or repayment plan.
SBO loan number NUMBER(9) Individual number that uniquely identifies
loan as defined by Aurora Master
Servicing.
Escrow balance/advance NUMBER(10,2) The positive or negative account balance
balance that is dedicated to payment of hazard
insurance, property taxes, MI, etc. (escrow
items only)
Title approval letter DATE(MM/DD/YYYY) The actual date that the title approval was
received date received as set forth in the HUD title
approval letter.
Title package HUD/VA date DATE(MM/DD/YYYY) The actual date that the title package was
submitted to either HUD or VA.
E-2-7
VA claim funds received date DATE(MM/DD/YYYY) The actual date that funds 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 by the
servicer amount from VA as a result of the
specified bid.
VA first funds received date 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.
Zip Code VARCHAR2(5) US postal zip code that corresponds to
property location.
FNMA Delinquency status code VARCHAR2(3) 09=Forbearance 17=Preforeclosure The code that is electronically reported
sale to FNMA by the servicer that reflects the
24=Drug seizure 26=Refinance 27=Assumption current defaulted status of a loan. (i.e.:
28=Modification 29=Charge-off 30=Third-party sale 65, 67, 43 or 44)
31=Probate 32=Military
indulgence 43=Foreclosure
44=Deed-in-lieu 49=Assignment 61=Second lien
considerations
62=VA no-bid 63=VA Refund 64=VA Buydown
65=Ch. 7 66=Ch. 11
bankruptcy bankruptcy 67=Ch. 13
bankruptcy
FNMA delinquency reason code VARCHAR2(3) 001=Death of 002=Illness of The code that is electronically reported
principal mtgr principal mtgr to FNMA by the servicer that describes the
003=Illness of mtgr's family 004=Death of mtgr's circumstance that appears to be the
member family member primary contributing factor to the
005=Marital difficulties 006=Curtailment of delinquency.
income
007=Excessive obligations 008=Abandonment of
property
009=Distant employee transfer 011=Property problem
012=Inability to sell 013=Inability to rent
property property
014=Military service 015=Other
016=Unemployment 017=Business failure
019=Casualty loss 022=Energy-Environment
costs
023=Servicing problems 026=Payment adjustment
027=Payment dispute 029=Transfer ownership
pending
030=Fraud 031=Unable to contact
borrower
INC=Incarceration
Suspense balance NUMBER(10,2) Money submitted to the servicer, credited
to the mortgagor's account but not
allocated to principal, interest, escrow,
etc.
E-2-8
Restricted escrow balance NUMBER(10,2) Money held in escrow by the 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-2-9
EXHIBIT F
SEC CERTIFICATION
[Date]
Structured Asset Securities Corporation
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Aurora Loan Services LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Attn: E. Xxxx Xxxxxxxxxx - Master Servicing
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 National City Mortgage Co. (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 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.
NATIONAL CITY MORTGAGE CO.
Name: ____________________________
Title: ____________________________
Date: ____________________________
F-1
