EX-99 6 ex99-3.txt EXHIBIT 99.3 EXECUTION COPY RECONSTITUTED SERVICING AGREEMENT THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as of the 1st day of December, 2005, by and between LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation (the "Seller" or "Lehman Holdings") and FIFTH THIRD MORTGAGE COMPANY, a corporation organized under the laws of the State of Ohio (the "Servicer"), and acknowledged by AURORA LOAN SERVICES LLC, a Delaware limited liability company, as master servicer (the "Master Servicer"), and U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee (the "Trustee") under the Trust Agreement (as defined herein), recites and provides as follows: RECITALS WHEREAS, Lehman Brothers Bank, FSB ("Lehman Brothers Bank") acquired certain conventional, residential, fixed rate, first lien mortgage loans from the Servicer, which mortgage loans were either originated or acquired by the Servicer. WHEREAS, certain of these mortgage loans are currently being serviced by the Servicer pursuant to a Flow Mortgage Loan Purchase, Warranties and Servicing Agreement dated as of July 1, 2005, between Lehman Brothers Bank, as the Purchaser, and the Servicer, as the Company (for Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-FLOW), (hereinafter, the "PWSA") and annexed hereto as Exhibit B. WHEREAS, pursuant to an assignment and assumption agreement dated as of December 1, 2005 (the "Assignment and Assumption Agreement") and annexed hereto as Exhibit C, Lehman Brothers Bank has assigned all of its rights, title and interest in certain of these mortgage loans as identified on Exhibit D hereto (the "Mortgage Loans") as well as all of its rights and obligations as purchaser under the PWSA to the Seller, and the Seller has accepted such assignment. WHEREAS, the Seller has conveyed the Mortgage Loans to Structured Asset Securities Corporation, a Delaware special purpose corporation ("SASCO" or the "Depositor") pursuant to a mortgage loan sale and assignment agreement dated as of December 1, 2005 (the "Mortgage Loan Sale and Assignment Agreement"), and SASCO in turn has conveyed the Mortgage Loans to the Trustee, pursuant to a trust agreement dated as of December 1, 2005 (the "Trust Agreement"), among the Trustee, Aurora Loan Services LLC, as master servicer ("Aurora," and together with any successor Master Servicer appointed pursuant to the provisions of the Trust Agreement, the "Master Servicer"), Wells Fargo Bank, National Association, as securities administrator (the "Securities Administrator") and the Depositor. WHEREAS, the Seller desires that the Servicer continue to service the Mortgage Loans, and the Servicer has agreed to do so, subject to the rights of the Seller and the Master Servicer to terminate the rights and obligations of the Servicer hereunder as set forth herein and to the other conditions set forth herein. WHEREAS, the Seller and the Servicer agree that the provisions of the PWSA shall apply to the Mortgage Loans, but only to the extent provided herein and that this Agreement shall govern the Mortgage Loans for so long as such Mortgage Loans remain subject to the provisions of the Trust Agreement. WHEREAS, the Master Servicer and any successor master servicer shall be obligated, among other things, to supervise the servicing of the Mortgage Loans on behalf of the Trustee, and shall have the right, under certain circumstances, to terminate the rights and obligations of the Servicer under this Agreement. WHEREAS, the Seller and the Servicer intend that each of the Master Servicer and the Trustee is an intended third party beneficiary of this Agreement. NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Servicer hereby agree as follows: AGREEMENT 1. Definitions. Capitalized terms used and not defined in this Agreement, including Exhibit A hereto and any provisions of the PWSA incorporated by reference herein (regardless if such terms are defined in the PWSA), shall have the meanings ascribed to such terms in the Trust Agreement. 2. Custodianship. The parties hereto acknowledge that U.S. Bank National Association will act as custodian of the Serviced Mortgage Files for the Trustee pursuant to the Custodial Agreement dated as of December 1, 2005, between U.S. Bank National Association and the Trustee. 3. Servicing. The Servicer agrees, with respect to the Mortgage Loans, to perform and observe the duties, responsibilities and obligations that are to be performed and observed under the provisions of the PWSA, except as otherwise provided herein and on Exhibit A hereto, and that the provisions of the PWSA, as so modified, are and shall be a part of this Agreement to the same extent as if set forth herein in full. 4. Trust Cut-off Date. The parties hereto acknowledge that by operation of Section 5.05 and Section 6.01 of the PWSA, the remittance on Januarty 18, 2005 to the Trust Fund is to include principal due after December 1, 2005 (the "Trust Cut-off Date") plus interest, at the Mortgage Loan Remittance Rate collected during the related Due Period, exclusive of any portion thereof allocable to a period prior to the Trust Cut-off Date, with the adjustments specified in clauses (b), (c) and (d) of Section 6.01 of the PWSA. 5. Master Servicing; Termination of Servicer. The Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2005-23 Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights as Lehman Brothers Bank under the PWSA to enforce the obligations of the Servicer under the PWSA and the term "Purchaser" as used in the PWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit A hereto. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Agreement upon the failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default as provided in Article X of the PWSA. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of obligations of Lehman Brothers Bank under the PWSA and in connection with the performance of the Master Servicer's duties hereunder the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Trust Agreement. A-2 6. No Representations. Neither the Servicer nor the Master Servicer shall be obligated or required to make any additional representations and warranties regarding the characteristics of the Mortgage Loans in connection with the transactions contemplated by the Trust Agreement and issuance of the Certificates issued pursuant thereto. 7. Notices. All notices and communications between or among the parties hereto (including any third party beneficiary thereof) or required to be provided to the Trustee shall be in writing and shall be deemed received or given when mailed first-class mail, postage prepaid, addressed to each other party at its address specified below or, if sent by facsimile or electronic mail, when facsimile or electronic confirmation of receipt by the recipient is received by the sender of such notice. Each party may designate to the other parties in writing, from time to time, other addresses to which notices and communications hereunder shall be sent. All notices required to be delivered to the Master Servicer under this Agreement shall be delivered to the Master Servicer at the following address: Aurora Loan Services LLC 327 Inverness Drive South Englewood, CO 80112 Mail Stop Code - 3195 Attn: E. Todd Whittemore - Master Servicing SARM 2005-23 Tel: 720-945-3422 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#: 021-000-021 Account Name: Aurora Loan Services LLC Master Servicing Payment Clearance Account Account Number: 066-611059 Beneficiary: Aurora Loan Services LLC For further credit to: SARM 2005-23 All notices required to be delivered to the Trustee hereunder shall be delivered to the Trustee at the following address: U.S. Bank National Association 1 Federal Street Boston, M.A. 02110 Attention: Corporate Trust Services Telephone: (617) 603-6406 Telecopier:(617) 603-6637 All notices required to be delivered to the Seller hereunder shall be delivered to the Seller at the following address: A-3 Lehman Brothers Holdings Inc. 745 7th Avenue, 6th Floor New York, NY 10019 Attention: Contract Finance, SARM 2005-23 Telephone: (212) 884-6292 Facsimile: (212) 884-6450 With a copy to: Dechert, LLP Cira Centre 2929 Arch Street Philadelphia, PA 19104-2808 Attention: Steven J. Molitor, Esq. All notices required to be delivered to the Servicer hereunder shall be delivered to its office at the address for notices as set forth in the PWSA. 8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 9. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. 10. Termination. Upon the termination of the Trust Fund pursuant to Article VII of the Trust Agreement, this Agreement shall terminate, and thereafter, the Mortgage Loans shall be serviced in accordance with the terms of the PWSA. In the event that the PWSA was terminated prior to the termination of the Trust Fund, the Servicer and the Master Servicer shall enter into a replacement servicing agreement with respect to the Mortgage Loans, which agreement shall be similar to the PWSA in all material respects. In the event that the Master Servicer and the Servicer fail to enter into a replacement servicing agreement promptly after the termination of the Trust Fund, the Master Servicer may transfer the servicing of the Mortgage Loans to a third party servicer at its sole discretion; provided that the Mortgage Loans shall be serviced in accordance with the terms of this Agreement until such time the servicing of the Mortgage Loans has been transferred to such third-party servicer. A-4 Executed as of the day and year first above written. LEHMAN BROTHERS HOLDINGS INC., as Seller By: ______________________________ Name: Ellen Kiernan Title: Authorized Signatory FIFTH THIRD MORTGAGE COMPANY, as Servicer By: ______________________________ Name: Title: Acknowledged: AURORA LOAN SERVICES LLC, as Master Servicer By: ____________________________________ Name: E. Todd Whittemore Title: Executive Vice President U.S. BANK NATIONAL ASSOCIATION, as Trustee and not individually By: ____________________________________ Name: Diana J. Kenneally Title: Assistant Vice President A-5 EXHIBIT A Modifications to the PWSA 1. Unless otherwise specified herein, any provisions of the PWSA, including definitions, relating to (i) representations and warranties relating to the Mortgage Loans and not relating to the servicing of the Mortgage Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan Transfers, Pass-Through Transfers and Reconstitution, and (iv) Assignments of Mortgage, shall be disregarded for purposes relating to this Agreement. The exhibits to the PWSA and all references to such exhibits shall also be disregarded. 2. The definition of "Custodial Agreement" in Article I is hereby amended in its entirety to read as follows: "Custodial Agreement" means the Custodial Agreement dated as of December 1, 2005, between U.S. Bank National Association, as custodian, and the Trustee. 3. The definition of "Custodian" in Article I is hereby amended in its entirety to read as follows: "Custodian" means U.S. Bank National Association. 4. The definition of "Determination Date" in Article I is hereby amended in its entirety to read as follows: "Determination Date": The fifteenth (15th) day of the calendar month of the related Remittance Date (or if such day is not a Business Day, the Business Day immediately preceding such day). 5. The definition of "Eligible Investments" in Article I is hereby amended in its entirety to read as follows: "Eligible Investments": Any one or more of the obligations and securities listed below which investment provides for a date of maturity not later than the Determination Date in each month: (i) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America ("Direct Obligations"); (ii) federal funds, or demand and time deposits in, certificates of deposits of, or bankers' acceptances issued by, any depository institution or trust company (including U.S. subsidiaries of foreign depositories and the Trustee or any agent of the Trustee, acting in its respective commercial capacity) incorporated or organized under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities, so long as at the time of investment or the contractual commitment providing for such investment the commercial paper or other short-term debt obligations of such depository institution or trust company (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short-term debt or deposit obligations of such holding company or deposit institution, as the case may be) have been rated by each Rating Agency in its highest short-term rating category or one of its two highest long-term rating categories; A-1 (iii) repurchase agreements collateralized by Direct Obligations or securities guaranteed by GNMA, Fannie Mae or Freddie Mac with any registered broker/dealer subject to Securities Investors' Protection Corporation jurisdiction or any commercial bank insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured and unguaranteed obligation rated by each Rating Agency in its highest short-term rating category; (iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof which have a credit rating from each Rating Agency, at the time of investment or the contractual commitment providing for such investment, at least equal to one of the two highest long-term credit rating categories of each Rating Agency; provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the Trust Fund to exceed 20% of the sum of the aggregate principal balance of the Mortgage Loans; provided, further, that such securities will not be Eligible Investments if they are published as being under review with negative implications from any Rating Agency; (v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 180 days after the date of issuance thereof) rated by each Rating Agency in its highest short-term rating category; (vi) a Qualified GIC; (vii) certificates or receipts representing direct ownership interests in future interest or principal payments on obligations of the United States of America or its agencies or instrumentalities (which obligations are backed by the full faith and credit of the United States of America) held by a custodian in safekeeping on behalf of the holders of such receipts; and (viii) any other demand, money market, common trust fund or time deposit or obligation, or interest-bearing or other security or investment, (A) rated in the highest rating category by each Rating Agency or (B) that would not adversely affect the then current rating by each Rating Agency of any of the Certificates. Such investments in this subsection (viii) may include money market mutual funds or common trust funds, including any fund for which the Trustee, the Master Servicer or an affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (x) the Trustee, the Master Servicer or an affiliate thereof charges and collects fees and expenses from such funds for services rendered, (y) the Trustee, the Master Servicer or an affiliate thereof charges and collects fees and expenses for services rendered pursuant to this Agreement, and (z) services performed for such funds and pursuant to this Agreement may converge at any time; provided, however, that no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations. A-2 6. The definition of "GNMA" is hereby added to Article I to immediately follow the definition of "Freddie Mac Guides": "GNMA": The Government National Mortgage Association, or any successor thereto. 7. The definition of "Master Servicer" in Article I is hereby deleted in its entirety. 8. The definition of "Mortgage Loan" in Article I is hereby amended in its entirety to read as follows: "Mortgage Loan": An individual servicing retained Mortgage Loan which has been sold by the Seller to SASCO and is subject to this Agreement, being identified on the Mortgage Loan Schedule to this Agreement, which Mortgage Loan includes without limitation the Mortgage Loan documents, the monthly reports, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan. 9. The definition of "Mortgage Loan Schedule" in Article I is hereby amended in its entirety to read as follows: "Mortgage Loan Schedule" The schedule of Mortgage Loans setting forth certain information with respect to the Mortgage Loans which were sold by the Seller to SASCO, which Mortgage Loan Schedule is attached as Exhibit D to this Agreement. 10. The definition of "Qualified Depository" is hereby amended in its entirety to read as follows: "Qualified Depository": Any of (i) a federal or state-chartered depository institution the accounts of which are insured by the FDIC and whose commercial paper, short-term debt obligations or other short-term deposits are rated at least "A-1+" by Standard & Poor's or comparable rating with other recognized rating agencies if the deposits are to be held in the account for less than 30 days, or whose long-term unsecured debt obligations are rated at least "AA-" by Standard & Poor's if the deposits are to be held in the account for more than 30 days, or (ii) the corporate trust department of a federal or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b), which, in either case, has corporate trust powers, acting in its fiduciary capacity, or (iii) Lehman Brothers Bank, FSB, a federal savings bank. 11. The definition of "Qualified GIC" is hereby added to Article I to immediately follow the definition of "Qualified Depository", to read as follows: "Qualified GIC": A guaranteed investment contract or surety bond providing for the investment of funds in the Custodial Account and insuring a minimum, fixed or floating rate of return on investments of such funds, which contract or surety bond shall: (a) be an obligation of an insurance company or other corporation whose long-term debt is rated by each Rating Agency in one of its two highest rating categories or, if such insurance company has no long-term debt, whose claims paying ability is rated by each Rating Agency in one of its two highest rating categories, and whose short-term debt is rated by each Rating Agency in its highest rating category; A-3 (b) provide that the Servicer may exercise all of the rights under such contract or surety bond without the necessity of taking any action by any other Person; (c) provide that if at any time the then current credit standing of the obligor under such guaranteed investment contract is such that continued investment pursuant to such contract of funds would result in a downgrading of any rating of the Servicer, the Servicer shall terminate such contract without penalty and be entitled to the return of all funds previously invested thereunder, together with accrued interest thereon at the interest rate provided under such contract to the date of delivery of such funds to the Trustee; (d) provide that the Servicer's interest therein shall be transferable to any successor Servicer or the Master Servicer hereunder; and (e) provide that the funds reinvested thereunder and accrued interest thereon be returnable to the Custodial Account, as the case may be, not later than the Business Day prior to any Determination Date. 12. The definition of "Rating Agency" is hereby amended and restated in its entirety to read as follows: "Rating Agency": Moody's Investors Service, Inc. or Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor of the foregoing. 13. A new definition of "Sarbanes Certifying Party" is added to Article I to immediately follow the definition of "SAIF" to read as follows: "Sarbanes Certifying Party" means a Person who provides a certification required under the Sarbanes-Oxley Act of 2002 on behalf of the Trust Fund. 14. The definition of "Servicing Fee Rate" is hereby amended and restated in its entirety to read as follows: "Servicing Fee Rate": 0.375% per annum. 15. The parties acknowledge that Section 2.03 (Custodial Agreement; Delivery of Documents) shall be superceded by the provisions of the Custodial Agreement. 16. Section 4.03 (Remedies for Breach of Representations and Warranties) is hereby amended in its entirety to read as follows: It is understood and agreed that the representations and warranties set forth in Section 4.01 (a) through (h), (k), (m) and (p) shall survive the engagement of the Servicer to perform the servicing responsibilities hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Trustee, the Trust Fund and the Master Servicer. Upon discovery by either the Servicer, the Master Servicer or the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Trustee or the Trust Fund, the party discovering such breach shall give prompt written notice to the other. A-4 Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach of a representation or warranty set forth in Section 4.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Servicer shall, at the Master Servicer's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Loans) to a successor Servicer in accordance with Section 12.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 4.03 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the breach of any representations and warranties made in Section 4.01 shall accrue upon (i) discovery of such breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period, and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 17. Section 5.01 (Company to Act as Servicer) is hereby amended as follows: (a) by deleting the first, second and third sentences of the second paragraph of such section and replacing it with the following: Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser; provided, however, that unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent, the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. A-5 (b) by adding the following to the end of the second paragraph of such section: Promptly after the execution of any assumption, modification, consolidation or extension of any Mortgage Loan, the Servicer shall forward to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. 18. Section 5.04 (Establishment of and Deposits to Custodial Account) is hereby amended as follows: (a) the words "Fifth Third Mortgage Company, in trust for Lehman Brothers Bank, purchaser of Conventional Residential Adjustable and Fixed Rate Mortgage Loans, Group No. 2005-FLOW" in the first sentence of the first paragraph shall be replaced by the following words: "Fifth Third Mortgage Company in trust for the SARM 2005-23 Trust Fund." (b) by adding the words " No later than 30 days after the Closing Date," to the beginning of the last sentence of the first paragraph of such section. 19. Section 5.06 (Establishment of and Deposits to Escrow Account) shall be amended by adding the words: "No later than 30 days after the Closing Date," to the beginning of the last sentence of the first paragraph of such section. 20. Section 5.06 shall further be amended by deleting the words "Fifth Third Mortgage Company, in trust for Lehman Brothers Bank, purchaser of Conventional Residential Adjustable and Fixed Rate Mortgage Loans, Group No. 2005-FLOW, and various Mortgagors" in the first sentence of the first paragraph, and replacing it with the following words: "Fifth Third Mortgage Company, in trust for the SARM 2005-23 Trust Fund". 21. Section 6.01 (Remittances) is hereby amended by changing all references to "second Business Day" in such section to "first Business Day." 22. Section 6.01 is hereby further amended by adding the following after the second paragraph of such Section: All remittances required to be made to the Master Servicer shall be made to the following wire account or to such other account as may be specified by the Master Servicer from time to time: JPMorgan Chase Bank New York, New York ABA #: 021-000-021 Account Name: Aurora Loan Services LLC Master Servicing Payment Clearing Account Account Number: 066-611059 Beneficiary: Aurora Loan Services LLC For further credit to: SARM 2005-23 A-6 23. Section 6.02 (Statements to Purchaser) is hereby amended by replacing the first paragraph in its entirety to read as follows: Section 6.02 Statements to Master Servicer. Not later than the fifth calendar day of each month (or if such calendar day is not a Business Day, the immediately preceding Business Day), the Servicer shall furnish to the Master Servicer (i) a monthly remittance advice in a format (mutually agreed to between the Servicer and the Master Servicer) similar to the format set forth in Exhibit E-1 hereto and a monthly defaulted loan report in a format (mutually agreed to between the Servicer and the Master Servicer) similar to the format set forth in Exhibit E-2 hereto relating to the period ending on the last day of the preceding calendar month and (ii) all such information required pursuant to clause (i) above on a magnetic tape or other similar media reasonably acceptable to the Master Servicer. The format of this monthly reporting may be amended from time to time to the extent necessary to comply with applicable law or the terms of the Trust Agreement. 24. Section 7.05 (Annual Officer's Certificate) is hereby amended by adding (x) an "(a)" prior to the first paragraph of such Section and (y) the following paragraphs after the first paragraph of such Section: (b) For so long as a certificate under the Sarbanes-Oxley Act of 2002, as amended, ("Sarbanes-Oxley") is required to be given on behalf of the Trust Fund, not later than February 28th of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time that the Sarbanes Certifying Party provides a certification pursuant to 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 Sarbanes Certifying Party for the benefit of the Trust Fund and the Sarbanes Certifying Party and its officers, directors and affiliates, in the form of Exhibit F hereto or as may be required by law or regulation. (c) The Servicer shall indemnify and hold harmless the Master Servicer, the Depositor, the Trustee and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 7.05 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, the Trustee and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, the Trustee and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer, the Trustee and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer, the Trustee and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 7.05 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. A-7 25. A new Section 8.05 is hereby added to this Agreement to read as follows: Section 8.05 Additional Indemnification by the Seller. The Servicer shall indemnify Lehman Brothers Holdings Inc., the Trust Fund, the Trustee, the Depositor and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 7.05(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.05(b). The Servicer immediately shall notify Lehman Brothers Holdings Inc., the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect of such claim. The Servicer shall follow any written instructions received from the Master Servicer or the Trustee in connection with such claim. The Servicer shall provide the Trustee (with a copy to the Master Servicer) with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.05, and the Trustee from the assets of the Trust Fund promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicer. 26. Section 10.01 (Events of Default) is hereby amended by: (a) changing any reference to "Purchaser" to "Master Servicer"; (b) amending and restating clause (vii) in its entirety to read as follows: "the Servicer at any time is not either a Fannie Mae or Freddie Mac approved seller/servicer, and the Master Servicer has not terminated the rights and obligations of the Servicer under this Agreement and replaced the Servicer with a Fannie Mae or Freddie Mac approved servicer within 30 days of the absence of such approval"; and, (c) adding the words "within the applicable cure period" after the word "remedied" in the second line of the second paragraph. 27. Section 10.02 (Waiver of Defaults) is hereby amended by changing the reference to "Purchaser" to "Master Servicer with the prior written consent of the Trustee." 28. Section 11.01 (Termination) is hereby amended by restating subclause (ii) thereof to read as below and adding the following sentence after the first sentence of Section 11.01: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies. A-8 At the time of any termination of the Servicer pursuant to Section 11.01, the Servicer shall be entitled to all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances and Monthly Advances; provided, however, in the event of a termination for cause under Section 10.01 hereof, such unreimbursed amounts shall not be reimbursed to the Servicer until such amounts are received by the Trust Fund from the related Mortgage Loans. 29. The first paragraph of Section 11.02 (Termination Without Cause) is hereby amended by replacing the first reference to "Purchaser" with "Trust Fund", by replacing the second and third references to "Purchaser" with "Lehman Brothers Holdings Inc. (with the prior consent of the Trustee)" and by replacing all other references to "Purchaser" with "Lehman Brothers Holdings Inc." 30. Section 12.01 (Successor to Seller) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement pursuant to Sections 8.05, 10.01, 11.01(ii) or 11.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor meeting the eligibility requirements of this Agreement, and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any successor to the Servicer that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be subject to the approval of the Master Servicer, Lehman Brothers Holdings Inc., the Trustee and each Rating Agency (as such term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or Lehman Brothers Holdings Inc., as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. In the event that the Servicer's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Sections 4.01 and 4.02 and the remedies available to the Trust Fund under Section 4.03 shall be applicable to the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement. A-9 Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 8.05, 10.01, 11.01 or 11.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver within three (3) Business Days of the appointment of a successor Servicer the funds in the Custodial Account and Escrow Account and all Mortgage Loan Documents and related documents and statements held by it hereunder to the successor Servicer and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable costs and expenses incurred in connection with any transfer of servicing hereunder (whether as a result of termination or removal of the Servicer or resignation of the Servicer or otherwise), including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 31. Section 12.02 (Amendment) is hereby amended by replacing the words "by the Seller and the Purchaser by written agreement signed by the Seller and the Purchaser" with "by written agreement by the Servicer and Lehman Brothers Holdings Inc., with the written consent of the Master Servicer and the Trustee." 32. Sections 12.03 (Closing) and 12.04 (Closing Documents) are hereby deleted in their entirety. 33. Section 12.06 (Duration of Agreement) is hereby amended by deleting the last sentence thereof. A-10 34. Section 12.12 (Assignment by Purchaser) is hereby deleted in its entirety and replaced with the following: Acknowledgement. The Servicer hereby acknowledges that the rights of Lehman Brothers Holdings Inc. under the PWSA, as amended by this Agreement, will be assigned to SASCO under the Mortgage Loan Sale and Assignment Agreement, and subsequently to the Trust Fund under the Trust Agreement and agrees that the Mortgage Loan Sale and Assignment Agreement and the Trust Agreement will each be an assignment and assumption agreement or other assignment document required pursuant to this Section 12.13 and will constitute an assignment and assumption of the rights of Lehman Brothers Holdings Inc. under the PWSA to SASCO and the Trust Fund, as applicable. In addition, the Trust Fund will make a REMIC election. The Servicer hereby consents to such assignment and assumption and acknowledges the Trust Fund's REMIC election. 35. Section 12.13 (No Personal Solicitation) is hereby amended by replacing the words "the Purchaser" with "Lehman Brothers Holdings Inc." in each instance. 36. A new Section 12.21 (Reporting Requirements of the Commission and Indemnification) is hereby added to this Agreement to read as follows: Notwithstanding any other provision of this Agreement, the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and their respective counsel, to comply with any rules promulgated by the U.S. Securities and Exchange Commission (the "Commission") and any interpretations thereof by the staff of the Commission (collectively, "SEC Rules") and (ii) promptly upon request provide to the Depositor for inclusion in any periodic report required to be filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), such items of information regarding this Agreement and matters related to the Servicer, including as applicable (by way of example and not limitation), a description of any material litigation or governmental action or proceeding involving the Servicer or its affiliates (collectively, the "Servicer Information"), provided, that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor in its sole discretion and its counsel to be necessary or advisable to comply with any SEC Rules. The Servicer hereby agrees to indemnify and hold harmless the Depositor, the Master Servicer, the Trustee and their respective officers and directors and each person, if any, who controls the Depositor, Master Servicer or the Trustee within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), or Section 20 of the Exchange Act, from and against any and all losses, claims, expenses, damages or liabilities to which the Depositor, the Master Servicer, the Trustee, their respective officers or directors and any such controlling person may become subject under the Act or otherwise, as and when such losses, claims, expenses, damages or liabilities are incurred, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Servicer Information or arise out of, or are based upon, the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Depositor, the Master Servicer, the Trustee, their respective officers and directors and any such controlling person for any legal or other expenses reasonably incurred by it or any of them in connection with investigating or defending any such loss, claim, expense, damage, liability or action, as and when incurred; provided, however, that the Servicer shall be liable only insofar as such untrue statement or alleged untrue statement or omission or alleged omission relates solely to the information in the Servicer Information furnished to the Depositor, Master Servicer or the Trustee by or on behalf of the Servicer specifically in connection with this Agreement. A-11 37. A new Exhibit H is hereby added to this Agreement, attached as Exhibit F hereto. 38. Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Master Servicer and the Trustee receive the benefit of the provisions of this Agreement as intended third party beneficiaries of this Agreement to the extent of such provisions. The Servicer shall have the same obligations to the Master Servicer and the Trustee as if they were parties to this Agreement, and the Master Servicer and the Trustee shall have the same rights and remedies to enforce the provisions of this Agreement as if they were parties to this Agreement. The Servicer shall only take direction from the Master Servicer (if direction by the Master Servicer is required under this Agreement) unless otherwise directed by this Agreement. Notwithstanding the foregoing, all rights and obligations of the Master Servicer and the Trustee hereunder (other than the right to indemnification) shall terminate upon termination of the Trust Agreement and of the Trust Fund pursuant to the Trust Agreement. A-12 EXHIBIT B Flow Mortgage Loan Purchase, Warranties and Servicing Agreement (See Exhibit 99.4) B-1 EXHIBIT C Assignment and Assumption Agreement [INTENTIONALLY OMITTED] EXHIBIT D Mortgage Loan Schedule On file at the offices of: Dechert LLP Cira Centre 2929 Arch Street Philadelphia, Pennsylvania 19104-2808 Attn: Steven J. Molitor Telephone: (215) 994-2777 Telecopier: (215) 994-2222 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 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 Example .0025000 for .25% PTRATE PASS THRU RATE, REQUIRED Number seven decimals Example .0675000 for 6.75% PIPMT P&I CONSTANT, REQUIRED Number two decimals .00 IF PAIDOFF
EXHIBIT E-2 STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
------------------------------------------------------------------------------------------------------------------------------------ DATA FIELD FORMAT DATA DESCRIPTION ------------------------------------------------------------------------------------------------------------------------------------ % of MI coverage NUMBER(6,5) The percent of coverage provided by the PMI company in the event of loss on a defaulted loan. ------------------------------------------------------------------------------------------------------------------------------------ Actual MI claim DATE(MM/DD/YYYY) Actual date that the claim was submitted to filed date the PMI company. ------------------------------------------------------------------------------------------------------------------------------------ Actual bankruptcy DATE(MM/DD/YYYY) Actual date that the bankruptcy petition is start date filed with the court. ------------------------------------------------------------------------------------------------------------------------------------ Actual MI claim NUMBER(15,2) The amount of the claim that was filed by amount filed the servicer with the PMI company. ------------------------------------------------------------------------------------------------------------------------------------ Actual discharge DATE(MM/DD/YYYY) Actual date that the Discharge Order is date entered in the bankruptcy docket. ------------------------------------------------------------------------------------------------------------------------------------ Actual due date DATE(MM/DD/YYYY) Actual due date of the next outstanding payment amount due from the mortgagor. ------------------------------------------------------------------------------------------------------------------------------------ Actual eviction DATE(MM/DD/YYYY) Actual date that the eviction proceedings complete date are completed by local counsel. ------------------------------------------------------------------------------------------------------------------------------------ Actual eviction DATE(MM/DD/YYYY) Actual date that the eviction proceedings start date are commenced by local counsel. ------------------------------------------------------------------------------------------------------------------------------------ Actual first DATE(MM/DD/YYYY) Actual date that foreclosure counsel filed legal date the first legal action as defined by state statute. ------------------------------------------------------------------------------------------------------------------------------------ Actual redemption DATE(MM/DD/YYYY) Actual date that the foreclosure redemption end date period expires. ------------------------------------------------------------------------------------------------------------------------------------ Bankruptcy VARCHAR2(2) 7=Chapter 7 filed 11=Chapter 11 filed Chapter of bankruptcy filed. chapter 12=Chapter 12 filed 13=Chapter 13 filed ------------------------------------------------------------------------------------------------------------------------------------ Bankruptcy flag VARCHAR2(2) Y=Active Bankruptcy N=No Active Bankruptcy Servicer defined indicator that identifies that the property is an asset in an active bankruptcy case. ------------------------------------------------------------------------------------------------------------------------------------ Bankruptcy Case VARCHAR2(15) The court assigned case number of the Number bankruptcy filed by a party with interest in the property. ------------------------------------------------------------------------------------------------------------------------------------ MI claim amount NUMBER(15,2) The amount paid to the servicer by the PMI paid company as a result of submitting an MI claim. ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ MI claim funds DATE(MM/DD/YYYY) Actual date that funds were received from received date the PMI company as a result of transmitting an MI claim. ------------------------------------------------------------------------------------------------------------------------------------ Current loan NUMBER(10,2) Current unpaid principal balance of the loan amount as of the date of reporting to Aurora Master Servicing. ------------------------------------------------------------------------------------------------------------------------------------ Date FC sale DATE(MM/DD/YYYY) Date that the foreclosure sale is scheduled scheduled to be held. ------------------------------------------------------------------------------------------------------------------------------------ Date relief/ DATE(MM/DD/YYYY) Actual date that the dismissal or relief dismissal granted from stay order is entered by the bankruptcy court. ------------------------------------------------------------------------------------------------------------------------------------ Date REO offer DATE(MM/DD/YYYY) Actual date of acceptance of an REO offer. accepted ------------------------------------------------------------------------------------------------------------------------------------ Date REO offer DATE(MM/DD/YYYY) Actual date of receipt of an REO offer. received ------------------------------------------------------------------------------------------------------------------------------------ Delinquency value NUMBER(10,2) Value obtained typically from a BPO prior to foreclosure referral not related to loss mitigation activity. ------------------------------------------------------------------------------------------------------------------------------------ Delinquency value VARCHAR2(15) BPO=Broker's Price Opinion Appraisal=Appraisal Name of vendor or management company that source provided the delinquency valuation amount. ------------------------------------------------------------------------------------------------------------------------------------ Delinquency value DATE(MM/DD/YYYY) Date that the delinquency valuation amount date was completed by vendor or property management company. ------------------------------------------------------------------------------------------------------------------------------------ Delinquency flag VARCHAR2(2) Y=90+ delinq. Not in FC, Bky or Loss mit Servicer defined indicator that identifies N=Less than 90 days delinquent that the loan is delinquent but is not involved in loss mitigation, foreclosure, bankruptcy or REO. ------------------------------------------------------------------------------------------------------------------------------------ Foreclosure flag VARCHAR2(2) Y=Active foreclosure N=No active foreclosure Servicer defined indicator that identifies that the loan is involved in foreclosure proceedings. ------------------------------------------------------------------------------------------------------------------------------------ Corporate expense NUMBER(10,2) Total of all cumulative expenses advanced by balance the servicer for non-escrow expenses such as but not limited to: FC fees and costs, bankruptcy fees and costs, property preservation and property inspections. ------------------------------------------------------------------------------------------------------------------------------------ Foreclosure DATE(MM/DD/YYYY) Actual date that the loan was referred to attorney referral local counsel to begin foreclosure date proceedings. ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ Foreclosure NUMBER(15,2) Value obtained during the foreclosure valuation amount process. Usually as a result of a BPO and typically used to calculate the bid. ------------------------------------------------------------------------------------------------------------------------------------ Foreclosure DATE(MM/DD/YYYY) Date that foreclosure valuation amount was valuation date completed by vendor or property management company. ------------------------------------------------------------------------------------------------------------------------------------ Foreclosure VARCHAR2(80) BPO=Broker's Price Opinion Appraisal=Appraisal Name of vendor or management company that valuation source provided the foreclosure valuation amount. ------------------------------------------------------------------------------------------------------------------------------------ FHA 27011A DATE(MM/DD/YYYY) Actual date that the FHA 27011A claim was transmitted date submitted to HUD. ------------------------------------------------------------------------------------------------------------------------------------ FHA 27011 B DATE(MM/DD/YYYY) Actual date that the FHA 27011B claim was transmitted date submitted to HUD. ------------------------------------------------------------------------------------------------------------------------------------ VA LGC/ FHA Case VARCHAR2(15) Number that is assigned individually to the number loan by either HUD or VA at the time of origination. The number is located on the Loan Guarantee Certificate (LGC) or the Mortgage Insurance Certificate (MIC). ------------------------------------------------------------------------------------------------------------------------------------ FHA Part A funds DATE(MM/DD/YYYY) Actual date that funds were received from received date HUD as a result of transmitting the 27011A claim. ------------------------------------------------------------------------------------------------------------------------------------ Foreclosure DATE(MM/DD/YYYY) Actual date that the foreclosure sale was actual sale date held. ------------------------------------------------------------------------------------------------------------------------------------ Servicer loan VARCHAR2(15) Individual number that uniquely identifies number loan as defined by servicer. ------------------------------------------------------------------------------------------------------------------------------------ Loan type VARCHAR2(2) 1=FHA Residential 2=VA Residential Type of loan being serviced generally 3=Conventional w/o PMI 4=Commercial defined by the existence of certain types of 5=FHA Project 6=Conventional w/PMI insurance. (ie: FHA, VA, conventional 7=HUD 235/265 8=Daily Simple Interest Loan insured, conventional uninsured, SBA, etc.) 9=Farm Loan U=Unknown S=Sub prime ------------------------------------------------------------------------------------------------------------------------------------ Loss mit approval DATE(MM/DD/YYYY) The date determined that the servicer and date mortgagor agree to pursue a defined loss mitigation alternative. ------------------------------------------------------------------------------------------------------------------------------------ Loss mit flag VARCHAR2(2) Y=Active loss mitigation N=No active loss mitigation Servicer defined indicator that identifies that the loan is involved in completing a loss mitigation alternative. ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ Loss mit removal DATE(MM/DD/YYYY) The date that the mortgagor is denied loss date mitigation alternatives or the date that the loss mitigation alternative is completed resulting in a current or liquidated loan. ------------------------------------------------------------------------------------------------------------------------------------ Loss mit type VARCHAR2(2) L=Loss Mitigation LT=Litigation pending The defined loss mitigation alternative NP=Pending non-performing sale CH=Charge off identified on the loss mit approval date. DI=Deed in lieu FB=Forbearance plan MO=Modification PC=Partial claim SH=Short sale VA=VA refunding ------------------------------------------------------------------------------------------------------------------------------------ Loss mit value NUMBER(10,2) Value obtained typically from a BPO prior to foreclosure sale intended to aid in the completion of loss mitigation activity. ------------------------------------------------------------------------------------------------------------------------------------ Loss mit value DATE(MM/DD/YYYY) Name of vendor or management company that date provided the loss mitigation valuation amount. ------------------------------------------------------------------------------------------------------------------------------------ Loss mit value VARCHAR2(15) BPO=Broker's Price Opinion Appraisal=Appraisal Date that the loss mitigation valuation source amount was completed by vendor or property management company. ------------------------------------------------------------------------------------------------------------------------------------ MI certificate VARCHAR2(15) A number that is assigned individually to number the loan by the PMI company at the time of origination. Similar to the VA LGC/FHA Case Number in purpose. ------------------------------------------------------------------------------------------------------------------------------------ LPMI Cost NUMBER(7,7) The current premium paid to the PMI company for Lender Paid Mortgage Insurance. ------------------------------------------------------------------------------------------------------------------------------------ Occupancy status VARCHAR2(1) O=Owner occupied T=Tenant occupied The most recent status of the property U=Unknown V=Vacant regarding who if anyone is occupying the property. Typically a result of a routine property inspection. ------------------------------------------------------------------------------------------------------------------------------------ First Vacancy DATE(MM/DD/YYYY) The date that the most recent occupancy date/Occupancy status was determined. Typically the date status date of the most recent property inspection. ------------------------------------------------------------------------------------------------------------------------------------ Original loan NUMBER(10,2) Amount of the contractual obligations (ie: amount note and mortgage/deed of trust). ------------------------------------------------------------------------------------------------------------------------------------ Original value NUMBER(10,2) Appraised value of property as of amount origination typically determined through the appraisal process. ------------------------------------------------------------------------------------------------------------------------------------ Origination date DATE(MM/DD/YYYY) Date that the contractual obligations (ie: note and mortgage/deed of trust) of the mortgagor was executed. ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ FHA Part B funds DATE(MM/DD/YYYY) Actual date that funds were received from received date HUD as a result of transmitting the 27011B claim. ------------------------------------------------------------------------------------------------------------------------------------ Post petition due DATE(MM/DD/YYYY) The post petition due date of a loan date involved in a chapter 13 bankruptcy. ------------------------------------------------------------------------------------------------------------------------------------ Property VARCHAR2(2) 1=Excellent 2=Good Physical condition of the property as most condition 3=Average 4=Fair recently reported to the servicer by vendor 5=Poor 6=Very poor or property management company. ------------------------------------------------------------------------------------------------------------------------------------ Property type VARCHAR2(2) 1=Single family 2=Town house Type of property secured by mortgage such 3=Condo 4=Multifamily 5=Other as: single family, 2-4 unit, etc. 6=Prefabricated B=Commercial C=Land only 7=Mobile home U=Unknown D=Farm A=Church P=PUD R=Row house O=Co-op M=Manufactured housing 24=2-4 family CT=Condotel MU=Mixed use ------------------------------------------------------------------------------------------------------------------------------------ Reason for VARCHAR2(3) 001=Death of principal mtgr 02=Illness of principal mtgr Cause of delinquency as identified by default 003=Illness of mtgr's family member mortgagor. 004=Death of mtgr's family member 005=Marital difficulties 006=Curtailment of income 007=Excessive obligations 008=Abandonment of property 009=Distant employee transfer 011=Property problem 012=Inability to sell property 013=Inability to rent property 014=Military service 015=Other 016=Unemployment 017=Business failure 019=Casualty loss 022=Energy-Environment costs 023=Servicing problems 026=Payment adjustment 027=Payment dispute 029=Transfer ownership pending 030=Fraud 031=Unable to contact borrower INC=Incarceration ------------------------------------------------------------------------------------------------------------------------------------ REO repaired NUMBER(10,2) The projected value of the property that is value adjusted from the "as is" value assuming necessary repairs have been made to the property as determined by the vendor/property management company. ------------------------------------------------------------------------------------------------------------------------------------ REO list price NUMBER(15,2) The most recent listing/pricing amount as adjustment amount updated by the servicer for REO properties. ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ REO list price DATE(MM/DD/YYYY) The most recent date that the servicer adjustment date advised the agent to make an adjustment to the REO listing price. ------------------------------------------------------------------------------------------------------------------------------------ REO value (as is) NUMBER(10,2) The value of the property without making any repairs as determined by the vendor/property management company. ------------------------------------------------------------------------------------------------------------------------------------ REO actual DATE(MM/DD/YYYY) The actual date that the sale of the REO closing date 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 DATE(MM/DD/YYYY) The initial/first date that the property was list date listed with an agent as an REO. ------------------------------------------------------------------------------------------------------------------------------------ REO original NUMBER(15,2) The initial/first price that was used to list price list the property with an agent as an REO. ------------------------------------------------------------------------------------------------------------------------------------ REO net sales NUMBER(10,2) The actual REO sales price less closing proceeds costs paid. The net sales proceeds are identified within the HUD1 settlement statement. ------------------------------------------------------------------------------------------------------------------------------------ REO sales price NUMBER(10,2) Actual sales price agreed upon by both the purchaser and servicer as documented on the HUD1 settlement statement. ------------------------------------------------------------------------------------------------------------------------------------ REO scheduled DATE(MM/DD/YYYY) The date that the sale of the REO property close date 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(MM/DD/YYYY) The due date of the first scheduled payment date due under a forbearance or repayment plan agreed to by both the mortgagor and servicer. ------------------------------------------------------------------------------------------------------------------------------------ Repay next due DATE(MM/DD/YYYY) The due date of the next outstanding payment date due under a forbearance or repayment plan agreed to by both the mortgagor and servicer. ------------------------------------------------------------------------------------------------------------------------------------ Repay plan DATE(MM/DD/YYYY) The servicer defined date upon which the broken/ servicer considers that the plan is no reinstated/closed longer in effect as a result of plan date completion or mortgagor's failure to remit payments as scheduled. ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ Repay plan DATE(MM/DD/YYYY) The date that both the mortgagor and created date servicer agree to the terms of a forbearance or repayment plan. ------------------------------------------------------------------------------------------------------------------------------------ SBO loan number NUMBER(9) Individual number that uniquely identifies loan as defined by Aurora Master Servicing. ------------------------------------------------------------------------------------------------------------------------------------ Escrow balance/ NUMBER(10,2) The positive or negative account balance advance balance that is dedicated to payment of hazard insurance, property taxes, MI, etc. (escrow items only) ------------------------------------------------------------------------------------------------------------------------------------ Title approval DATE(MM/DD/YYYY) The actual date that the title approval was letter received received as set forth in the HUD title date approval letter. ------------------------------------------------------------------------------------------------------------------------------------ Title package DATE(MM/DD/YYYY) The actual date that the title package was HUD/VA date submitted to either HUD or VA. ------------------------------------------------------------------------------------------------------------------------------------ VA claim funds DATE(MM/DD/YYYY) The actual date that funds were received by received date the servicer from the VA for the expense claim submitted by the servicer. ------------------------------------------------------------------------------------------------------------------------------------ VA claim DATE(MM/DD/YYYY) The actual date that the expense claim was submitted date submitted by the servicer to the VA. ------------------------------------------------------------------------------------------------------------------------------------ VA first funds NUMBER(15,2) The amount of funds received by the servicer received amount from VA as a result of the specified bid. ------------------------------------------------------------------------------------------------------------------------------------ VA first funds DATE(MM/DD/YYYY) The date that the funds from the specified received date bid were received by the servicer from the VA. ------------------------------------------------------------------------------------------------------------------------------------ VA NOE submitted DATE(MM/DD/YYYY) Actual date that the Notice of Election to date Convey was submitted to the VA. ------------------------------------------------------------------------------------------------------------------------------------ Zip Code VARCHAR2(5) US postal zip code that corresponds to property location. ------------------------------------------------------------------------------------------------------------------------------------ FNMA Delinquency VARCHAR2(3) 09=Forbearance 17=Preforeclosure sale The code that is electronically reported to status code 24=Drug seizure 26=Refinance 27=Assumption FNMA by the servicer that reflects the 28=Modification 29=Charge-off 30=Third-party sale current defaulted status of a loan. (ie: 65, 31=Probate 32=Military indulgence 43=Foreclosure 67, 43 or 44) 44=Deed-in-lieu 49=Assignment 61=Second lien considerations 62=VA no-bid 63=VA Refund 64=VA Buydown 65=Ch. 7 bankruptcy 66=Ch. 11 bankruptcy 67=Ch. 13 bankruptcy ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ FNMA delinquency VARCHAR2(3) 001=Death of principal mtgr 002=Illness of principal mtgr The code that is electronically reported to reason code 003=Illness of mtgr's family member 004=Death of mtgr's family member FNMA by the servicer that describes the 005=Marital difficulties 006=Curtailment of income circumstance that appears to be the primary 007=Excessive obligations 008=Abandonment of property contributing factor to the delinquency. 009=Distant employee transfer 011=Property problem 012=Inability to sell property 013=Inability to rent property 014=Military service 015=Other 016=Unemployment 017=Business failure 019=Casualty loss 022=Energy-Environment costs 023=Servicing problems 026=Payment adjustment 027=Payment dispute 029=Transfer ownership pending 030=Fraud 031=Unable to contact borrower INC=Incarceration ------------------------------------------------------------------------------------------------------------------------------------ Suspense balance NUMBER(10,2) Money submitted to the servicer, credited to the mortgagor's account but not allocated to principal, interest, escrow, etc. ------------------------------------------------------------------------------------------------------------------------------------ Restricted escrow NUMBER(10,2) Money held in escrow by the mortgage company balance through completion of repairs to property. ------------------------------------------------------------------------------------------------------------------------------------ Investor number NUMBER(10,2) Unique number assigned to a group of loans in the servicing system. ------------------------------------------------------------------------------------------------------------------------------------
EXECUTION COPY EXHIBIT F [Date] Structured Asset Securities Corporation 745 Seventh Avenue, 7th Floor New York, New York 10019 Attention: Mortgage Finance - SARM 2005-23 Aurora Loan Services LLC 327 Inverness Drive South Englewood, CO 80112 Mail Stop Code - 3195 Attn: E. Todd Whittemore U.S. Bank National Association 1 Federal Street Boston, M.A. 02110 Attention: Corporate Trust Services Reference is made to the Reconstituted Servicing Agreement dated as of December 1, 2005 (the "Agreement"), by and between Lehman Brothers Holdings Inc., as seller (the "Seller"), and Fifth Third Mortgage Company, as servicer (the "Servicer"), and acknowledged by Aurora Loan Services LLC, as master servicer (the "Master Servicer"), and U.S. Bank National Association, as trustee (the "Trustee"). I, [identify the certifying individual], a [title] of the Servicer, hereby certify to the Master Servicer and Structured Asset Securities Corporation (the "Depositor"), and their respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that: 1. I have reviewed the information required to be delivered to the Master Servicer pursuant to the Agreement (the "Servicing Information"). 2. Based on my knowledge, the Servicing Information does not contain any material untrue information or omit to state information necessary to make the Servicing Information, in light of the circumstances under which such information was provided, not misleading as of the date of this certification; 3. Based on my knowledge, the Servicing Information has been provided to the Master Servicer when and as required under the Agreement; and 4. I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based upon my knowledge and the review required under the Agreement, and except as disclosed in writing to you on or prior to the date of this certification either in the accountants' report required under the Agreement or in disclosure a copy of which is attached hereto, the Servicer has, for the period covered by the Form 10-K Annual Report, fulfilled its obligations under this Agreement. FIFTH THIRD MORTGAGE COMPANY By: _______________________________ Name:__________________________ Title:_________________________