EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of October, 2004, by and between XXXXXX BROTHERS HOLDINGS,
INC., a Delaware corporation (the "Seller"), and FIRST NATIONAL BANK OF NEVADA,
a national banking association (the "Servicer"), having an office at 0000 Xxxxx
Xxxxxxxxxx Xxxx, Xxxxx X-000, Xxxxxxxxxx, Xxxxxxx 00000, and acknowledged by
AURORA LOAN SERVICES INC., a Delaware corporation ("Aurora"), and XXXXX FARGO
BANK, NATIONAL ASSOCIATION, a national banking association (the "Trustee"),
recites and provides as follows:
RECITALS
WHEREAS, the Seller has conveyed certain Mortgage Loans identified on
Exhibit C hereto (the "Serviced Mortgage Loans") to Structured Asset Securities
Corporation, a Delaware special purpose corporation ("SASCO") pursuant to a
Mortgage Loan Sale and Assignment Agreement dated as of October 1, 2004 (the
"Mortgage Loan Sale and Assignment Agreement"), which in turn has conveyed the
Serviced Mortgage Loans to the Trustee, pursuant to a trust agreement, dated as
of October 1, 2004 (the "Trust Agreement"), among the Trustee, Aurora, as master
servicer (together with any successor master servicer appointed pursuant to the
provisions of the Trust Agreement, the "Master Servicer"), and SASCO.
WHEREAS, Xxxxxx Brothers Bank, FSB ("Xxxxxx Brothers Bank") acquired
the Serviced Mortgage Loans from the Servicer, which Serviced Mortgage Loans
were either originated or acquired by the Servicer pursuant to the Master
Mortgage Loan Purchase and Warranties Agreement, dated as of November 15, 2000,
as amended by Amendment Number 1 thereto dated as of September 7, 2001 and
Amendment Number 2 thereto dated as of September 24, 2001 (together, the
"Purchase Agreement"), and each annexed as Exhibit B hereto.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by
the Servicer for Xxxxxx Brothers Bank pursuant to a Master Interim Servicing
Agreement for Conventional, Fixed Rate, Residential Mortgage Loans, dated as of
November 15, 2000 (the "Flow Interim Servicing Agreement"), by and between
Xxxxxx Brothers Bank and the Servicer, as amended by Amendment Number 1 thereto
dated as of September 6, 2001 ("Amendment No. 1"), which is annexed hereto as
Exhibit D (the Flow Interim Servicing Agreement and Amendment No. 1 thereto
shall hereinafter collectively be referred to as the "Flow Agreement").
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as
of October 1, 2004 (the "Assignment and Assumption Agreement") and annexed
hereto as Exhibit F, Xxxxxx Brothers Bank has assigned all of its rights, title
and interest in the Serviced Mortgage Loans as well as all of its rights and
obligations as purchaser under the Purchase Agreement and the Flow Agreement to
the Seller, and the Seller has accepted such assignment.
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to the
rights of the Seller (with the consent of the Master Servicer) to terminate the
rights and obligations of the Servicer hereunder at any time without cause and
to the other conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the
Flow Agreement shall continue to apply to the Serviced Mortgage Loans, but only
to the extent provided herein and that this Agreement shall govern the Serviced
Mortgage Loans for so long as such Serviced Mortgage Loans remain subject to the
provisions of the Trust Agreement and until the Transfer Date.
WHEREAS, the Seller and Servicer agree that on the Transfer Date the
Servicer shall no longer service the Mortgage Loans and shall transfer servicing
of the Mortgage Loans to the successor servicer designated by the Seller herein.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right under the
conditions specified herein to terminate for cause the rights and obligations of
the Servicer under this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the Flow Agreement
incorporated by reference herein (regardless of whether such terms are defined
in the Flow Agreement or the Purchase Agreement), shall have the meanings
ascribed to such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank
National Association will act as custodian of the Serviced Mortgage Files for
the Trustee pursuant to a Custodial Agreement, dated October 1, 2004, between
U.S. Bank National Association and the Trustee.
3. Servicing Transfer Date. The Servicer agrees, with respect to the
Serviced Mortgage Loans, to perform and observe the duties, responsibilities and
obligations that are to be performed and observed under the provisions of the
Flow Agreement, except as otherwise provided herein and on Exhibit A hereto, and
that the provisions of the Flow Agreement, as so modified, are and shall be a
part of this Agreement to the same extent as if set forth herein in full. The
parties hereto acknowledge and agree that the Transfer Date with respect to the
Mortgage Loans is November 1, 2004. On such date, the Servicer shall transfer
all servicing of the Mortgage Loans in accordance with the Flow Agreement and
the Purchase Agreement to the successor servicer designated by the Seller. The
Seller hereby designates Aurora to act as the Servicer of the Mortgage Loans on
and after the Transfer Date and to service such Mortgage Loans pursuant to an
existing servicing agreement between the Seller and Aurora.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation
of Subsection 2.05 and Subsection 3.01 of the Flow Agreement, the remittance on
November18, 2004 to the Trust Fund is to include principal due after October 1,
2004 (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 clause (b) of Subsection 3.01 of the Flow Agreement.
5. Servicing Fee. The parties hereto acknowledge that with respect to
each Serviced Mortgage Loan and for each period of one full month during the
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period commencing with the Cut-off Date (as defined in the Trust Agreement) and
ending with the Servicing Transfer Date (i.e., the date selected by mutual
agreement of the parties for the transfer of the servicing of the Serviced
Mortgage Loans to Aurora, but no later than November 1, 2004), the Servicing Fee
for purposes of this Agreement shall equal one-twelfth of the product of (a) the
Servicing Fee Rate of 0.25% and (b) the outstanding principal balance of each
Serviced Mortgage Loan. Such fee shall be computed monthly on the same principal
amount and period respecting which any related interest payment on such Serviced
Mortgage Loan is computed. The obligation of the Trust Fund to pay such
Servicing Fee is payable solely from the interest portion (including recoveries
with respect to interest from Liquidation Proceeds, to the extent permitted by
Section 2.05 of the Flow Agreement) of the Monthly Payment collected by the
Servicer or as otherwise provided under Section 2.05.
6. Master Servicing; Termination of Servicer. The Servicer, including
any successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the Serviced Mortgage Loans in accordance with the provisions
of this Agreement. The Master Servicer, acting on behalf of the Trustee and the
SARM 2004-16 Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as Xxxxxx Brothers Bank under the Flow
Agreement to enforce the obligations of the Servicer under the Flow Agreement
and the term "Purchaser" as used in the Flow Agreement in connection with any
rights of the Purchaser shall refer to the Trust Fund or, as the context
requires, the Master Servicer acting in its capacity as agent for the Trust
Fund, except as otherwise specified in Exhibit A hereto. The Master Servicer
shall be entitled to terminate the rights and obligations of the Servicer under
this Agreement upon the failure of the Servicer to perform any of its
obligations under this Agreement, which failure results in an Event of Default
as provided in Article XI of the Flow Agreement. Notwithstanding anything herein
to the contrary, in no event shall the Master Servicer assume any of the
obligations of Xxxxxx Brothers Bank under the Flow Agreement and in connection
with the performance of the Master Servicer's duties hereunder, the parties and
other signatories hereto agree that the Master Servicer shall be entitled to all
of the rights, protections and limitations of liability afforded to the Master
Servicer under the Trust Agreement.
7. No Representations. Neither the Servicer nor the Master Servicer
shall be obligated or required to make any representations and warranties
regarding the characteristics of the Serviced Mortgage Loans in connection with
the transactions contemplated by the Trust Agreement and issuance of the
Certificates issued pursuant thereto.
8. 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:
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Aurora Loan Services Inc.
0000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: E. Xxxx Xxxxxxxxxx, Master Servicing, SARM 2004-16
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on an actual/actual basis to the following wire account:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc., Master Servicing
Payment Clearing Account
Account No.: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SARM 2004-16
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Xxxxx Fargo Bank, National Association
X.X. Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
(or in the case of overnight deliveries:
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services - SARM 2004-16
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Contract Finance - Xxxxxx Xxxxxx
Telephone No.: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Servicer hereunder shall be
delivered to the address of its office as set forth in the first paragraph of
this Agreement.
9. 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.
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10. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all of
which counterparts shall together constitute but one and the same instrument.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Seller
By:
----------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
FIRST NATIONAL BANK OF NEVADA,
as Servicer
By:
----------------------------------
Name:
Title:
ACKNOWLEDGED BY:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
----------------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:
----------------------------------------
Name:
Title:
EXHIBIT A
Modifications to the Flow Agreement
1. A new definition of "Best Efforts" is hereby added to Article I to
immediately follow the definition of "Agreement", to read as follows:
"Best Efforts": Efforts determined to be reasonably diligent
by the Servicer in its sole discretion. Such efforts do not
require the Servicer to enter into any litigation, arbitration
or other legal or quasi-legal proceeding, nor do they require
the Servicer to advance or expend fees or sums of money in
addition to those specifically set forth in this Agreement.
2. The definitions of "Determination Date" and "Due Period" are hereby
amended in their 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).
"Due Period": With respect to each Remittance Date, the period
commencing on the second day of the month immediately
preceding the month of such Remittance Date and ending on the
first day of the month of such Remittance Date.
3. The definition of "Eligible Investments" in Article I is hereby amended
in its entirety to read as follows:
"Eligible Investments": Any one or more of the obligations and
securities listed below which investment provides for a date
of maturity not later than the Determination Date in each
month:
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States of
America or any agency or instrumentality of the United States of
America the obligations of which are backed by the full faith and
credit of the United States of America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in,
certificates of deposits of, or bankers' acceptances issued by, any
depository institution or trust company (including U.S. subsidiaries of
foreign depositories and the Trustee or any agent of the Trustee,
acting in its respective commercial capacity) incorporated or organized
under the laws of the United States of America or any state thereof and
subject to supervision and examination by federal or state banking
authorities, so long as at the time of investment or the contractual
commitment providing for such investment the commercial paper or other
short-term debt obligations of such depository institution or trust
company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the commercial
paper or other short-term debt or deposit obligations of such holding
company or deposit institution, as the case may be) have been rated by
each Rating Agency in its highest short-term rating category or one of
its two highest long-term rating categories;
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(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by Xxxxxx Mae, Xxxxxx Xxx or
Xxxxxxx Mac with any registered broker/dealer subject to Securities
Investors' Protection Corporation jurisdiction or any commercial bank
insured by the FDIC, if such broker/dealer or bank has an uninsured,
unsecured and unguaranteed obligation rated by each Rating Agency in
its highest short-term rating category;
(iv) securities bearing interest or sold at a discount issued
by any corporation incorporated under the laws of the United States of
America or any state thereof which have a credit rating from each
Rating Agency, at the time of investment or the contractual commitment
providing for such investment, at least equal to one of the two highest
long-term credit rating categories of each Rating Agency; provided,
however, that securities issued by any particular corporation will not
be Eligible Investments to the extent that investment therein will
cause the then outstanding principal amount of securities issued by
such corporation and held as part of the Trust Fund to exceed 20% of
the sum of the aggregate principal balance of the Mortgage Loans;
provided, further, that such securities will not be Eligible
Investments if they are published as being under review with negative
implications from any Rating Agency;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand
or on a specified date not more than 180 days after the date of
issuance thereof) rated by each Rating Agency in its highest short-term
rating category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of
the United States of America or its agencies or instrumentalities
(which obligations are backed by the full faith and credit of the
United States of America) held by a custodian in safekeeping on behalf
of the holders of such receipts; and
(viii) any other demand, money market, common trust fund or
time deposit or obligation, or interest-bearing or other security or
investment, (A) rated in the highest rating category by each Rating
Agency or (B) that would not adversely affect the then current rating
by each Rating Agency of any of the Certificates. Such investments in
this subsection (viii) may include money market mutual funds or common
trust funds, including any fund for which the Trustee, the Master
Servicer or an affiliate thereof serves as an investment advisor,
administrator, shareholder servicing agent, and/or custodian or
subcustodian, notwithstanding that (x) the Trustee, the Master Servicer
or an affiliate thereof charges and collects fees and expenses from
such funds for services rendered, (y) the Trustee, the Master Servicer
or an affiliate thereof charges and collects fees and expenses for
services rendered pursuant to this Agreement, and (z) services
performed for such funds and pursuant to this Agreement may converge at
any time; provided, however, that no such instrument shall be an
Eligible Investment if such instrument evidences either (i) a right to
receive only interest payments with respect to the obligations
underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide
a yield to maturity of greater than 120% of the yield to maturity at
par of such underlying obligations.
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4. A definition of "Xxxxxx Xxx" is hereby added to Article I to
immediately follow the definition of "Fidelity Bond," to read as
follows:
"Xxxxxx Mae": The Government National Mortgage Association,
or any successor thereto.
5. The definition of "Mortgage Loan" is hereby amended in its entirety to read
as follows:
"Mortgage Loan": An individual servicing retained Mortgage
Loan which has been purchased from the Servicer by Xxxxxx
Brothers Bank, FSB and is subject to this Agreement being
identified on the Mortgage Loan Schedule to this Agreement,
which Mortgage Loan includes without limitation the Mortgage
Loan documents, the monthly reports, Principal Prepayments,
Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition Proceeds and all other rights,
benefits, proceeds and obligations arising from or in
connection with such Mortgage Loan.
6. The definition of "Mortgage Loan Schedule" is hereby amended by
replacing the reference to "Exhibit 6" with "Exhibit C."
7. A new definition of "Prepayment Period" is hereby added to Article I to
immediately follow the definition of "PMI Policy", to read as follows:
"Prepayment Period": The calendar month preceding the month in
which the related Remittance Date occurs.
8. A new definition of "Principal Prepayment" is hereby added to Article I
to immediately follow the definition of "Prime Rate", to read as
follows:
"Principal Prepayment: Any payment or other recovery of
principal on a Mortgage Loan which is received in advance of
its scheduled Due Date, including any prepayment charge or
premium thereon and which is not accompanied by an amount of
interest representing scheduled interest due on any date or
dates in any month or months subsequent to the month of
prepayment."
9. The definition of "Qualified Depository" is hereby amended and restated
in its entirety to read as follows:
"Qualified Depository": Any of (i) a federal or
state-chartered depository institution the accounts of which
are insured by the FDIC and whose commercial paper, short-term
debt obligations or other short-term deposits are rated at
least "A-1+" by Standard & Poor's if the deposits are to be
held in the account for less than 30 days, or whose long-term
unsecured debt obligations are rated at least "AA-" by
Standard & Poor's if the deposits are to be held in the
account for more than 30 days, or (ii) the corporate trust
department of a federal or state-chartered depository
institution subject to regulations regarding fiduciary funds
on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), which, in either case, has
corporate trust powers, acting in its fiduciary capacity, or
(iii) Xxxxxx Brothers Bank, FSB, a federal savings bank.
10. A new definition of "Qualified GIC" is hereby added to Article I to
immediately follow the definition of "Qualified Depository", to read as
follows:
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"Qualified GIC": A guaranteed investment contract or surety
bond providing for the investment of funds in the Custodial
Account and insuring a minimum, fixed or floating rate of
return on investments of such funds, which contract or surety
bond shall:
(a) be an obligation of an insurance company or other
corporation whose long-term debt is rated by each Rating
Agency in one of its two highest rating categories or, if such
insurance company has no long-term debt, whose claims paying
ability is rated by each Rating Agency in one of its two
highest rating categories, and whose short-term debt is rated
by each Rating Agency in its highest rating category;
(b) provide that the 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.
11. A new definition of "Rating Agency" is hereby added to Article I to
immediately follow the definition of "Qualified Insurer", to read as
follows:
"Rating Agency": Xxxxx'x Investors Service, Inc. or Standard
& Poor's Ratings Services, a division of the XxXxxx-Xxxx
Companies, Inc., or any successor of the foregoing.
12. Section 2.01 (Seller to Act as Servicer) is hereby amended as follows:
(i) by deleting the first sentence of the second paragraph of
such section and replacing it with the following:
Consistent with the terms of this Agreement, the Seller may waive,
modify or vary any term of any Mortgage Loan or consent to the
postponement of any such term or in any manner grant indulgence to any
Mortgagor if in the Seller's reasonable and prudent determination such
waiver, modification, postponement or indulgence is not materially
adverse to the Purchaser, provided, however, that unless the Mortgagor
is in default with respect to the Mortgage Loan or such default is, in
the judgment of the Seller, imminent, the Seller shall not permit any
modification with respect to any Mortgage Loan that would change the
Mortgage Interest Rate, forgive the payment of principal or interest,
reduce or increase the outstanding principal balance (except for actual
payments of principal) or change the final maturity date on such
Mortgage Loan.
(ii) by adding the following to the end of the second
paragraph of such section:
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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 the Flow 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.
13. Section 2.03 (Collection of Mortgage Loan Payments) is hereby amended
by replacing the words "Continuously from the date hereof until the
related Transfer Date" in the first and second lines thereof to
"Continuously from the Closing Date until the date the Mortgage Loan
ceases to be subject to this Agreement."
14. Section 2.04 (Establishment of and Deposits to Custodial Account) is
hereby amended by replacing the words "Xxxxxx Brothers Bank, FSB,
Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2000-1
and various Mortgagors" with the words "the SARM 2004-16 Trust Fund".
15. Section 2.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by deleting the word "and" at the end of clause (vi), by
replacing the period at the end of clause (vi) with a semicolon and by
adding the following new clauses (viii) and (ix):
(viii) to invest funds in the Custodial Account in Eligible
Investments in accordance with Section 2.10; and
(ix) to transfer funds to another Qualified Depository in
accordance with Section 2.10 hereof.
16. Section 2.06 (Establishment of and Deposits to Escrow Account) is
hereby amended by replacing the words "Xxxxxx Brothers Bank, FSB
Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2000-1,
and various Mortgagors" with "the SARM 2004-16 Trust Fund."
17. Section 2.17 (Title, Management and Disposition of REO Property) is hereby
amended by:
(i) adding the following paragraph as the third paragraph of
such Section:
Notwithstanding anything to the contrary contained in
this Section 2.17, in connection with a foreclosure or
acceptance of a deed in lieu of foreclosure, in the event the
Servicer has reasonable cause to believe that a Mortgaged
Property is contaminated by hazardous or toxic substances or
wastes, or if the Trustee or the Master Servicer otherwise
requests, an environmental inspection or review of such
Mortgaged Property to be conducted by a qualified inspector
shall be arranged by the Servicer. Upon completion of the
inspection, the Servicer shall provide the Trustee and the
Master Servicer with a written report of such environmental
inspection. In the event that the environmental inspection
report indicates that the Mortgaged Property is contaminated
by hazardous or toxic substances or wastes, the Servicer shall
not proceed with foreclosure or acceptance of a deed in lieu
of foreclosure. In the event that the environmental inspection
report is inconclusive as to the whether or not the Mortgaged
Property is contaminated by hazardous or toxic substances or
wastes, the Servicer shall not, without the prior approval of
the Master Servicer, proceed with foreclosure or acceptance of
a deed in lieu of foreclosure. In such instance, the Master
Servicer shall be deemed to have approved such foreclosure or
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acceptance of a deed in lieu of foreclosure unless the Master
Servicer notifies the Servicer in writing, within two (2)
Business Days after its receipt of written notice of the
proposed foreclosure or deed in lieu of foreclosure from the
Servicer, that it disapproves of the related foreclosure or
acceptance of a deed in lieu of foreclosure. The Servicer
shall be reimbursed for all Servicing Advances made pursuant
to this paragraph with respect to the related Mortgaged
Property from the Custodial Account.
(ii) by replacing the existing third paragraph of such section
(before the amendment made by (i) above) by the following paragraph:
The Servicer shall use its Best Efforts to dispose of
the REO Property as soon as possible and shall sell such REO
Property in any event within three years after title has been
taken to such REO Property, unless (a) a REMIC election has
not been made with respect to the arrangement under which the
Mortgage Loans and the REO Property are held, and (b) the
Servicer determines, and gives an appropriate notice to the
Master Servicer to such effect, that a longer period is
necessary for the orderly liquidation of such REO Property. If
a period longer than three years is permitted under the
foregoing sentence and is necessary to sell any REO Property,
(i) the Servicer shall report monthly to the Master Servicer
as to the progress being made in selling such REO Property and
(ii) if, with the written consent of the Trustee, a purchase
money mortgage is taken in connection with such sale, such
purchase money mortgage shall name the Servicer as mortgagee,
and such purchase money mortgage shall not be held pursuant to
this Agreement, but instead a separate participation agreement
among the Servicer and Trustee shall be entered into with
respect to such purchase money mortgage. Notwithstanding
anything herein to the contrary, the Servicer shall not be
required to provide financing for the sale of any REO
Property.
(iii) by adding the following paragraph to the end of such
section:
Prior to acceptance by the Servicer of an offer to
sell any REO Property, the Servicer shall notify the Master
Servicer of such offer in writing which notification shall set
forth all material terms of said offer (each a "Notice of
Sale"). The Master Servicer shall be deemed to have approved
the sale of any REO Property unless the Master Servicer
notifies the Servicer in writing, within five (5) days after
its receipt of the related Notice of Sale, that it disapproves
of the related sale, in which case the Servicer shall not
proceed with such sale.
18. Section 3.01 (Remittances) is hereby amended and restated in its entirety
to read as follows:
On each Remittance Date the Servicer shall remit by
wire transfer of immediately available funds to the Master
Servicer (a) all amounts deposited in the Custodial Account as
of the close of business on the last day of the related Due
Period (net of charges against or withdrawals from the
Custodial Account pursuant to Sections 2.04 and 2.05), minus
(b) any amounts attributable to Principal Prepayments,
Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds or REO Disposition Proceeds received after the
applicable Prepayment Period, which amounts shall be remitted
on the following Remittance Date, together with any additional
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interest required to be deposited in the Custodial Account in
connection with such Principal Prepayment in accordance with
Section 2.04(xi), and minus (c) any amounts attributable to
scheduled monthly payments on the Mortgage Loans collected but
due on a Due Date or Due Dates subsequent to the first day of
the month in which such Remittance Date occurs, which amounts
shall be remitted on the Remittance Date next succeeding the
Due Date related to such monthly payment.
With respect to any remittance received by the Master
Servicer after the Business Day on which such payment was due,
the Servicer shall pay to the Master Servicer interest on any
such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus two (2)
percentage points, but in no event greater than the maximum
amount permitted by applicable law. Such interest shall be
deposited in the Custodial Account by the Servicer on the date
such late payment is made and shall cover the period
commencing with the day following such Business Day and ending
with the Business Day on which such payment is made, both
inclusive. Such interest shall be remitted along with the
distribution payable on the next succeeding Remittance Date.
The payment by the Servicer of any such interest shall not be
deemed an extension of time for payment or a waiver of any
Event of Default by the Servicer.
All remittances required to be made to the Master
Servicer shall be made to the following wire account or to
such other account as may be specified by the Master Servicer
from time to time:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc.,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services, Inc.
For further credit to: SARM 2004-16
19. Section 3.02 (Statements to Purchaser) is hereby amended as follows:
(i) by replacing the first paragraph of such Section in its
entirety by the following two (2) paragraphs:
Not later than the fifth Business Day of each month,
the Servicer shall furnish to the Master Servicer (a) a
monthly remittance advice in the format set forth in Exhibit
E-1 hereto and a monthly defaulted loan report in the format
set forth in Exhibit E-2 hereto (or in such other format
mutually agreed between the Servicer and the Master Servicer)
as to the accompanying remittance and the period ending on the
last day of the preceding Determination Date and (b) all such
information required pursuant to clause (a) above on a
magnetic tape or other similar media reasonably acceptable to
the Master Servicer.
(ii) by replacing the last paragraph of such Section 3.02 in
its entirety with the following paragraph:
Beginning with calendar year 2005, the Servicer shall
prepare and file any and all tax returns, information
A-7
statements or other filings for the portion of the tax year
2004 and the portion of subsequent tax years for which the
Servicer has serviced some or all of the Mortgage Loans
hereunder as such returns, information statements or other
filings are required to be delivered to any governmental
taxing authority or to the Master Servicer pursuant to any
applicable law with respect to the Mortgage Loans and the
transactions contemplated hereby. In addition, the Servicer
shall provide the Master Servicer with such information
concerning the Mortgage Loans as is necessary for the Master
Servicer to prepare the Trust Fund's federal income tax return
as the Master Servicer may reasonably request from time to
time.
20. Section 4.04 (Annual Statement as to Compliance) is hereby amended by
(a) replacing the words "The Seller shall deliver to the Purchaser on
or before March 31 of each year, beginning with March 31, 200_" with
"The Seller shall deliver to the Master Servicer on or before the
fifteenth day of March of each year, beginning with March 2005" in the
first and second lines of such section, (b) by adding "(a)" prior to
the first paragraph of such Section, and (c) by adding the following
paragraph after the first paragraph of such Section:
(b) For so long as a certificate under the
Xxxxxxxx-Xxxxx Act of 2002, as amended, ("Xxxxxxxx-Xxxxx") is
required to be given on behalf of the Trust Fund, no 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 Master Servicer or the Depositor provides a certification
pursuant to Xxxxxxxx-Xxxxx and upon thirty (30) days written
request of such parties, an officer of the Servicer shall
execute and deliver an Officer's Certificate to the Master
Servicer and the Depositor for the benefit of the Trust Fund
and the Master Servicer and the Depositor and their officers,
directors and affiliates, in the form of Exhibit G hereto.
21. Section 4.05 (Annual Independent Certified Public Accountants'
Servicing Report) is hereby amended by replacing the words "On or
before March 31st of each year beginning March 31, 200_" with "On or
before the last day of March of each year beginning March 2005" in the
first and second lines of such section.
22. The parties hereto acknowledge that Section 5.01 (Provision of
Information) and Section 5.02 (Financial Statements; Servicing
Facilities) are inapplicable to this Agreement.
23. Section 6.03 (Termination Upon Transfer of Servicing; Termination
Procedures) is hereby amended by replacing each reference to
"Purchaser" in the second paragraph with "Xxxxxx Brothers Holdings
Inc."
24. Section 6.04 (Servicing Transfer Provisions) is hereby amended by
replacing each reference to "Purchaser" in the first and third
paragraphs with "Xxxxxx Brothers Holdings Inc."
25. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of
Seller and Others) is replaced by the following:
The Servicer shall indemnify the Trust Fund, the
Depositor, the Trustee and the Master Servicer and hold each
of them harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees
and expenses that any of such parties may sustain in any way
A-8
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 or the failure of the Servicer to
comply with applicable law. The Servicer immediately shall
notify Xxxxxx Brothers Holdings Inc., the Depositor, the
Master Servicer and the Trustee or any other relevant party if
a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior
written consent of the indemnified party) the defense of any
such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it
or any of such parties in respect of such claim. The Servicer
shall follow any written instructions received from the
Trustee in connection with such claim. The Trustee, from the
assets of the Trust Fund, promptly shall reimburse the
Servicer for all amounts advanced by it pursuant to the
preceding sentence except when the claim is in any way relates
to the failure of the Servicer to service and administer the
Mortgage Loans in strict compliance with the terms of this
Agreement.
The Trust Fund shall indemnify the Servicer and hold
it harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees
and expenses that the Servicer may sustain in any way related
to the failure of the Trustee or the Master Servicer to
perform its duties in compliance with the terms of this
Agreement.
In the event a dispute arises between an indemnified
party and the Servicer with respect to any of the rights and
obligations of the parties pursuant to this Agreement and such
dispute is adjudicated in a court of law, by an arbitration
panel or any other judicial process, then the losing party
shall indemnify and reimburse the winning party for all
attorney's fees and other costs and expenses related to the
adjudication of said dispute.
26. The first paragraph of Section 8.03 (Limitation on Resignation and
Assignment by Seller) is hereby amended in its entirety to read as
follows:
The Servicer shall neither assign this Agreement or
the servicing hereunder or delegate its rights or duties
hereunder or any portion hereof (to other than a third party
in the case of outsourcing routine tasks such as taxes,
insurance and property inspection, in which case the Servicer
shall be fully liable for such tasks as if the Servicer
performed them itself) or sell or otherwise dispose of all or
substantially all of its property or assets without the prior
written consent of the Trustee and the Master Servicer, which
consent shall be granted or withheld in the reasonable
discretion of such parties; provided, however, that the
Servicer may assign its rights and obligations hereunder
without prior written consent of the Trustee and the Master
Servicer to any entity that is directly owned or controlled by
the Servicer, and the Servicer guarantees the performance of
such entity hereunder. In the event of such assignment by the
Servicer, the Servicer shall provide the Trustee and the
Master Servicer with a written statement guaranteeing the
successor entity's performance of the Servicer's obligations
under the Agreement.
Section 11.01 (Events of Default) is hereby amended by replacing the
last paragraph thereof with the following:
Upon receipt by the Servicer of such written notice,
all authority and power of the Servicer under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall
pass to and be vested in a successor Servicer appointed by
Xxxxxx Brothers Holdings Inc. and the Master Servicer. Upon
written request from the Seller, the Servicer shall prepare,
execute and deliver to the successor entity designated by the
A-9
Seller any and all documents and other instruments, place in
such successor's possession all Servicing Files, and do or
cause to be done all other acts or things necessary or
appropriate to effect the purposes of such notice of
termination, including but not limited to the transfer and
endorsement or assignment of the Mortgage Loans and related
documents, at the Servicer's sole expense. The Servicer shall
cooperate with Xxxxxx Brothers Holdings Inc. and the Master
Servicer and such successor in effecting the termination of
the Servicer's responsibilities and rights hereunder,
including without limitation, the transfer to such successor
for administration by it of all cash amounts which shall at
the time be credited by the Servicer to the Custodial Account
or Escrow Account or thereafter received with respect to the
Mortgage Loans.
27. The parties hereto acknowledge that the word "Purchaser" in Section
11.02 (Waiver of Defaults) shall refer to the "Master Servicer with the
prior consent of the Trustee."
28. A new Section 11.03 (Termination Without Cause) is hereby added to read
as follows:
Section 11.03 Termination Without Cause.
This Agreement shall terminate upon: (i) the later of
(a) the distribution of the final payment or liquidation
proceeds on the last Mortgage Loan to the Trust Fund (or
advances by the Servicer for the same), and (b) the
disposition of all REO Property acquired upon foreclosure of
the last Mortgage Loan and the remittance of all funds due
hereunder, or (ii) mutual consent of the Servicer, Xxxxxx
Brothers Holdings Inc. and the Master Servicer in writing or
(iii) at the sole option of the Xxxxxx Brothers Holdings Inc.,
without cause, upon 30 days written notice. Any such notice of
termination shall be in writing and delivered to the Servicer
by registered mail to the address set forth at the beginning
of this Agreement. The Master Servicer, the Trustee and the
Servicer shall comply with the termination procedures set
forth in Sections 11.01 and 11.03.
In connection with any such termination referred to
in clause (ii) or (iii) above, Xxxxxx Brothers Holdings Inc.
will be responsible for reimbursing the Servicer for all
unreimbursed out-of-pocket Servicing Advances within 15
Business Days following the date of termination and other
reasonable and necessary out-of-pocket costs associated with
any transfer of servicing.
29. A new Section 11.04 (Successor to the Servicer) is hereby added to read as
follows:
Section 11.04 Successor to the Servicer.
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Sections 8.03, 11.01 or 11.03, 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 (iii) and which shall succeed to all rights
and assume all of the responsibilities, duties and liabilities
of the Servicer under this Agreement with the termination of
the Servicer's responsibilities, duties and liabilities under
this Agreement. Any successor to the Servicer that is not at
that time a Servicer of other mortgage loans for the Trust
Fund shall be subject to the approval of the Master Servicer,
Xxxxxx Brothers Holdings Inc., the Trustee and each Rating
Agency (as such term is defined in the Trust Agreement).
A-10
Unless the successor servicer is at that time a servicer of
other mortgage loans for the Trust Fund, each Rating Agency
must deliver to the Trustee a letter to the effect that such
transfer of servicing will not result in a qualification,
withdrawal or downgrade of the then-current rating of any of
the Certificates. In connection with such appointment and
assumption, the Master Servicer or Xxxxxx Brothers Holdings
Inc., as applicable, may make such arrangements for the
compensation of such successor out of payments on the Mortgage
Loans as it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that permitted
the Servicer under this Agreement. In the event that the
Servicer's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned
sections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof
with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no
action whatsoever that might impair or prejudice the rights or
financial condition of its successor. The resignation or
removal of the Servicer pursuant to the aforementioned
sections shall not become effective until a successor shall be
appointed pursuant to this Section 11.04 and shall in no event
relieve the Servicer of the representations and warranties
made pursuant to Article X shall be applicable to the Servicer
notwithstanding any such resignation or termination of the
Servicer, or the termination of this Agreement.
Within a reasonable period of time, but in no event
longer than 30 days of the appointment of a successor entity,
the 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 Custodial Account or any Escrow Account
or thereafter received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall
execute, acknowledge and deliver to the Trustee, the 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 11.01 or
11.03 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 to the 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 and the
Servicer shall account for all funds and shall execute and
deliver such instruments and do such other things as may
A-11
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.
30. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby added to
read as follows:
Section 12.11 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.
31. Acknowledgement. The Servicer hereby acknowledges that the rights of Xxxxxx
Brothers Holdings Inc. under the Servicing Agreement, 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 Section 8.04 of the Flow
Agreement and will constitute an assignment and assumption of the rights of
Xxxxxx Brothers Holdings Inc. under the Servicing Agreement 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.
A-12
EXHIBIT B
Purchase Agreement
[INTENTIONALLY OMITTED]
B-1
EXHIBIT C
Mortgage Loan Schedule
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
Flow Agreement
[See Exhibit 99.9]
D-1
EXHIBIT E-1
STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANCE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
Exh. E-1-1
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
1. Deal Identifier by Loan
2. SBO Loan Number
3. Loan Number
4. Investor Loan Number
5. Street Address
6. City
7. State
8. Zip Code
9. Original Loan Amount
10. Origination Date
11. First Payment Date
12. Current Loan Amount
13. Current Interest Rate
14. Current P&I Payment Amount
15. Scheduled Balance
16. Scheduled Due Date
17. Next Rate Adjustment Date
18. Next Payment Adjustment Date
19. Loan Term
20. Loan Type
21. Servicing Fee
22. Product Type
23. Property Type
24. Ownership Code
25. Actual Due Date
26. Delinquency Status
27. Reason for Default
28. FC Flag
29. Date Loan Reinstated
30. FC Suspended Date
31. Reason Suspended
32. FC Start Date (referral date)
33. Actual Notice of Intent Date
34. Actual First Legal Date
35. Date Bid Instructions Sent
36. Date F/C Sale Scheduled
37. Foreclosure Actual Sale Date
38. Actual Redemption End Date
39. Occupancy Status
40. Occupancy Status Date
41. Actual Eviction Start Date
42. Actual Eviction Complete Date
43. Loss Mit Workstation Status
44. Loss Mit Flag
45. Loss Mit Type
46. Loss Mit Start Date
47. Loss Mit Approval Date
E-2-1
48. Loss Mit Removal Date
49. REO Flag
50. Actual REO Start Date
51. REO List Date
52. REO List Price
53. Date REO Offer Received
54. Date REO Offer Accepted
55. REO Scheduled Close Date
56. REO Actual Closing Date
57. REO Net Sales proceeds
58. REO Sales Price
59. Paid Off Code
60. Paid in Full Date
61. MI Certificate Number
62. MI Cost
63. Other Advance Expenses
64. T&I Advances
65. Interest Advances
66. Liquidation Status
67. BK Atty Fees & Costs
68. FC Atty Fees & Costs
69. Eviction Atty Fees & Costs
70. Appraisal, BPO Costs
71. Property Preservation Fees
72. Actual Claim Filed Date
73. Actual Claim Amount Filed
74. Claim Amount Paid
75. Claim Funds Received Date
76. Realized Gain or Loss
77. BK Flag
78. Bankruptcy Chapter
79. Actual Bankruptcy Start Date
80. Actual Payment Plan Start Date
81. Actual Payment Plan End Date
82. Date POC Filed
83. Date Filed Relief/Dismissal
84. Relief/Dismissal Hearing Date
85. Date Relief/Dismissal Granted
86. Post Petition Due Date
87. Prepayment Flag
88. Prepayment Waived
89. Prepayment Premium Collected
90. Partial Prepayment Amount Collected
91. Prepayment Expiration Date
92. Origination Value Date
93. Origination Value Source
94. Original Value Amount
95. FC Valuation Amount
96. FC Valuation Source
97. FC Valuation Date
98. REO Value Source
E-2-1
99. REO Value (As-is)
100. REO Repaired Value
101. REO Value Date
102. Investor/Security Billing Date Sent
E-2-3
EXHIBIT F
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
F-1
EXHIBIT G
[Date]
Structured Asset Securities Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mortgage Finance XXXX 0000-00
Xxxxxx Loan Services Inc.
0000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attn: E. Xxxx Xxxxxxxxxx
Reference is made to the Reconstituted Servicing Agreement dated as of
October 1, 2004 (the "Agreement"), by and between Xxxxxx Brothers Holdings Inc.
and First National Bank of Nevada (the "Servicer") and acknowledged by Aurora
Loan Services, Inc. (the "Master Servicer") and Xxxxx Fargo 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, 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 information in the Annual
Statement of Compliance, and all servicing reports, officer's
certificates and other information relating to the servicing of the
Mortgage Loans submitted to the Master Servicer by the Servicer taken
as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading as of the last day of the period covered by the Annual
Statement of Compliance;
3. Based on my knowledge, the Servicing Information required
to be provided to the Master Servicer by the Servicer under the
Agreement has been provided to the Master Servicer; and
4. I am responsible for reviewing the activities performed by
the Servicer under the Agreement and based upon the review required
under the Agreement, and except as disclosed in the Annual Statement of
Compliance, the Annual Independent Certified Public Accountant's
Servicing Report and all servicing reports, officer's certificates and
other information relating to the servicing of the Mortgage Loans
submitted to the Master Servicer by the Servicer, the Servicer has, as
of the last day of the period covered by the Annual Statement of
Compliance fulfilled its obligations under the Agreement; and
G-1
5. I have disclosed to the Master Servicer and the Depositor
all significant deficiencies relating to the Servicer's compliance with
the minimum servicing standards in accordance with a review conducted
in compliance with the Uniform Single Attestation Program for Mortgage
Bankers as set forth in the Agreement.
FIRST NATIONAL BANK OF NEVADA
By:
------------------------------
Name:
-----------------------------
Title:
----------------------------
G-2
