EX-99 6 ex99-3.txt EXHIBIT 99.3 April 1, 2005 Colonial Savings, F.A. 2626 West Freeway Fort Worth, Texas 76702 Attention: F. Allen Maulsby Reference is made to that certain Correspondent Servicing Agreement, dated as of June 26, 2002 (the "Servicing Agreement") annexed as Exhibit C, by and between the Colonial Savings, F.A. (the "Servicer"), Lehman Brothers Bank, FSB (the "Bank") and Aurora Loan Services Inc. (the "Master Servicer"). This notice constitutes a "Transfer Notice" as contemplated by Section 7.01 of the Servicing Agreement. Capitalized terms used herein without definition and defined in the Servicing Agreement are used herein as defined therein. Reference is also made to that certain Assignment and Assumption Agreement, dated as of April 1, 2005 (the "Assignment") annexed as Exhibit A, by and between the Bank and Lehman Brothers Holdings Inc. (the "Owner") pursuant to which the Owner acquired from the Bank all of the Bank's right, title and interest in and to certain of the Mortgage Loans currently serviced under the Servicing Agreement and assumed for the benefit of the Servicer and the Bank the rights and obligations of the Bank as owner of such Mortgage Loans pursuant to the Servicing Agreement. Exhibits D-1 and D-2 hereto shall supercede Exhibits C-1 and C-2 to the Servicing Agreement. The Servicer is hereby notified that the Owner has effected a Reconstitution with respect to the mortgage loans listed on the attached schedule (the "Mortgage Loans"). The Servicer is hereby advised of the following with respect to such Reconstitution and the related Mortgage Loans: Effective Date of Reconstitution: April 1, 2005 Cut-Off Date: April 1, 2005 New Owner: JPMorgan Chase Bank, N.A., as trustee for the Structured Adjustable Rate Mortgage Loan Trust, Series 2005-5 Certificateholders Master Servicer: Aurora Loan Services LLC The Servicer is also hereby advised that a REMIC election has been made with respect to the Mortgage Loans subject to the Reconstitution. By countersigning this notice and returning it to the Master Servicer named above, the Servicer hereby acknowledges and agrees that, from and after the Effective Date, the Servicer shall service the Mortgage Loans in accordance with the terms of the Servicing Agreement for the benefit of the New Owner named above, as the Owner of the Mortgage Loans. From and after the Effective Date, the New Owner named above shall have the same rights under the Servicing Agreement as the Initial Owner named therein with respect to the Mortgage Loans. 1 In addition to the terms and conditions set forth in the Servicing Agreement, the Servicer hereby acknowledges and agrees that on or before the last day of February of each year, beginning with February 28, 2005, the Servicer, at its own expense, will deliver to the Owner and the Master Servicer a Servicing Officer's certificate stating, as to each signer thereof, that (i) a review of the activities of the Servicer during such preceding fiscal year and of performance under this Agreement has been made under such officers' supervision and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year, or, if there has been a default in the fulfillment of all such obligations, specifying each such default known to such officer and the nature and status thereof including the steps being taken by the Servicer to remedy such default. For so long as a certificate under the Sarbanes-Oxley Act of 2002, as amended, ("Sarbanes-Oxley") is required to be given on behalf of Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2005-5 (the "Trust Fund,") no later than March 15th of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time that the Master Servicer, Structured Asset Securities Corporation (the "Depositor") or JPMorgan Chase Bank, N.A. (the "Trustee") provides a certification pursuant to Sarbanes-Oxley and upon thirty (30) days written request of such parties, an officer of the Servicer shall execute and deliver an Officer's Certificate to the Master Servicer, the Trustee and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, in the form of Exhibit B hereto. [SIGNATURE PAGE IMMEDIATELY FOLLOWS] 2 LEHMAN BROTHERS HOLDINGS INC., as Owner By:____________________________________ Name: Ellen Kiernan Title: Authorized Signatory Acknowledged by: COLONIAL SAVINGS, F.A., as Servicer By:_______________________________ Name: Cary Adams Title: Sr. Vice President EXHIBIT A Assignment Agreement [INTENTIONALLY OMITTED] A-1 EXHIBIT B Structured Asset Securities Corporation 745 Seventh Avenue, 7th Floor New York, New York 10019 Aurora Loan Services LLC 2530 South Parker Road Suite 601 Aurora, Colorado 80014 Re: Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2005-5 --------------------------------------------------------------------- Reference is made to the Transfer Notice, dated as of February 1, 2005 (the "Notice"), by and among Lehman Brothers Holdings Inc., as owner and Colonial Savings, F.A., as servicer (the "Servicer"). I, [identify the certifying individual], a [title] of the Servicer, hereby certify JPMorgan Chase Bank, N.A., as trustee (the "Trustee"), Aurora Loan Services LLC, as master servicer (the "Master Servicer") and Structured Asset Securities Corporation, as depositor (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 Servicing 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 Servicing Agreement; 4. I am responsible for reviewing the activities performed by the Servicer under the Servicing Agreement, and based upon the review required thereunder, and except as disclosed in writing to you on or prior to the date of this certification ( a copy of which disclosure is attached hereto), the Servicer has, as of the date of this certification, fulfilled its obligations under this Servicing Agreement; and B-1 5. I have disclosed to the accountants conducting the annual review required under Section 6.05 of the Servicing Agreement all significant deficiencies relating to the Servicer's compliance with the Servicing Agreement. COLONIAL SAVINGS, F.A. Name: ____________________________ Title: ____________________________ Date: ____________________________ B-2 EXHIBIT C Servicing Agreement See Exhibit 99.4 C-1 EXHIBIT D-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 AMOUNT, .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 AMOUNT, .00 IF NOT APPLICABLE Number two decimals CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals .00 IF NOT APPLICABLE TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL .00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF ENDACTBAL ENDING TRIAL BALANCE Number two decimals .00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY INTRATE INTEREST RATE, REQUIRED Number seven decimals Example .0700000 for 7.00% SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
D-1-1 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
D-1-2 Exhibit D-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 DATE(MM/DD/YYYY) Actual date that the bankruptcy start date petition is filed with the court. Actual MI claim amount NUMBER(15,2) The amount of the claim that was filed 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 DATE(MM/DD/YYYY) Actual date that the eviction complete 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(MM/DD/YYYY) Actual date that foreclosure date counsel filed the first legal action as defined by state statute. Actual redemption end DATE(MM/DD/YYYY) Actual date that the foreclosure date redemption period expires. Bankruptcy chapter VARCHAR2(2) 7= Chapter 7 filed 11= Chapter 11 filed Chapter of bankruptcy filed. 12= Chapter 12 filed 13= Chapter 13 filed 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.
D-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 DATE(MM/DD/YYYY) Actual date that funds were received 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 dismissal granted or relief from stay order is entered by the bankruptcy court. Date REO offer DATE(MM/DD/YYYY) Actual date of acceptance of an accepted REO offer. Date REO offer DATE(MM/DD/YYYY) Actual date of receipt of an REO received offer. Delinquency value NUMBER(10,2) Value obtained typically from a BPO prior to foreclosure referral not related to loss mitigation activity. Delinquency value VARCHAR2(15) BPO= Broker's Price Opinion Appraisal=Appraisal Name of vendor or management source 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 that N=Less than 90 days delinquent indentifies 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.
D-2-2 Corporate expense NUMBER(10,2) Total of all cumulative expenses balance advanced by the servicer for non-escrow expenses such as but not limited to: FC fees and costs, bankruptcy fees and costs, property preservation and property inspections. Foreclosure 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 valuation date 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 27011A date claim was submitted to HUD. FHA 27011 B DATE(MM/DD/YYYY) Actual date that the FHA 27011B transmitted date claim was submitted to HUD. VA LGC/ FHA Case VARCHAR2(15) Number that is assigned number 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 DATE(MM/DD/YYYY) Actual date that the foreclosure sale date 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. (ie: FHA, VA, 9=Farm Loan U=Unknown conventional insured, conventional uninsured, SBA, etc.)
D-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 N=No active loss mitigation Servicer defined indicator that identifies that the loan is involved in completing aloss 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=Ligitation 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 lostt 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.
D-2-4 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. Original loan amount NUMBER(10,2) Amount of the contractual obligations (ie: 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 (ie: note and mortgage/deed of trust) of the mortgagor was executed. FHA Part B funds DATE(MM/DD/YYYY) Actual date that funds were received 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 family, 6=Prefabricated B=Commercial C=Land only 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
D-2-5 Reason for default VARCHAR2(3) Cause of delinquency as 001=Death of principal mtgr 02=Illness of principal mtgr identified by mortgagor. 003=Illness of mtgr's family member 004=Death of mtgr's family member 005=Marital difficulties 006=Curtailment of income 007=Excessive obligations 008=Abandonment of property 009=Distant employee transfer 011=Property problem 012=Inability to sell property 013=Inability to rent property 014=Military service 015=Other 016=Unemployment 017=Business failure 019=Casualty loss 022=Energy-Environment costs 023= Servicing problems 026= Payment adjustment 027=Payment dispute 029=Transfer ownership pending 030=Fraud 031=Unable to contact borrower INC=Incarceration REO repaired value NUMBER(10,2) The projected value of the property that is adjusted from the "as is" value assuming necessary repairs have been made to the property as determined by the vendor/property management company. REO list price NUMBER(15,2) The most recent listing/pricing adjustment amount 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 copmany. REO actual closing DATE(MM/DD/YYYY) The actual date that the sale of date 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 NUMBER(15,2) The initial/first price that was price used to list the property with an agent as an REO.
D-2-6 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(MM/DD/YYYY) The date that the sale of the date 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). 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/ which the servicer considers closed 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(MM/DD/YYYY) The date that both the mortgagor date and servicer agree to the terms of a forebearance 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)
D-2-7 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 DATE(MM/DD/YYYY) The actual date that funds were received date received by the servicer from the VA for the expense claim submitted by the servicer. VA claim submitted DATE(MM/DD/YYYY) The actual date that the expense date claim was submitted by the servicer to the VA. VA first funds NUMBER(15,2) The amount of funds received by received amount the servicer from VA as a result of the specified bid. VA first funds DATE(MM/DD/YYYY) The date that the funds from the received date specified bid were received by the servicer from the VA. VA NOE 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 VARCHAR2(3) 09=Forbearance 17=Preforeclosure sale The code that is electronically status code 24=Drug seizure 26=Refinance 27=Assumption reported to FNMA by the servicer 28=Modification 29=Charge-off 30=Third-party sale that reflects the current 31=Probate 32=Military indulgence 43=Foreclosure defaulted status of a loan. (ie: 44=Deed-in-lieu 49=Assignment 61=Second lien considerations 65, 67, 43 or 44) 62=VA no-bid 63=VA Refund 64=VA Buydown 65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 67=Ch. 13 bankruptcy
D-2-8 FNMA delinquency VARCHAR2(3) The code that is electronically reason code 001=Death of principal mtgr 002=Illness of principal mtgr reported to FNMA by the servicer 003=Illness of mtgr's family member 004=Death of mtgr's family member that describes the circumstance 005=Marital difficulties 006=Curtailment of income that appears to be the rimary 007=Excessive obligations 008=Abandonment of property contributing factor to the 009=Distant employee transfer 011=Property problem delinquency. 012=Inability to sell property 013=Inability to rent property 014=Military service 015=Other 016=Unemployment 017=Business failure 019=Casualty loss 022=Energy-Environment costs 023= Servicing problems 026= Payment adjustment 027=Payment dispute 029=Transfer ownership pending 030=Fraud 031=Unable to contact borrower INC=Incarceration Suspense balance NUMBER(10,2) Money submitted to the servicer, credited to the mortgagor's account but not allocated to principal, interest, escrow, etc. Restricted escrow NUMBER(10,2) Money held in escrow by the 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.
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