EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of January 2003, by and between XXXXXX BROTHERS BANK, a
federal savings bank (the "Bank"), and COUNTRYWIDE HOME LOANS, INC., a New York
corporation (the "Servicer") having an office at 0000 Xxxx Xxxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000, recites and provides as follows:
RECITALS
WHEREAS, the Bank acquired certain conventional, residential,
adjustable rate mortgage loans from the Servicer pursuant to the Seller's
Warranties and Servicing Agreement between the Bank and the Servicer, dated as
of December 1, 2002 (Group No. 2002-1) (the "Servicing Agreement").
WHEREAS, the Bank has conveyed certain of the mortgage loans identified
on Exhibit C hereto (the "Serviced Mortgage Loans") to Structured Asset
Securities Corporation, a Delaware special purpose corporation ("SASCO"), which
in turn has conveyed the Serviced Mortgage Loans to JPMorgan Chase Bank (the
"Trustee"), pursuant to a trust agreement, dated as of January 1, 2003 (the
"Trust Agreement"), among the Trustee, Aurora Loan Services Inc., as master
servicer ("Aurora," and, together with any successor Master Servicer appointed
pursuant to the provisions of the Trust Agreement, the "Master Servicer") and
SASCO.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by
the Servicer pursuant to the Servicing Agreement attached hereto as Exhibit B.
WHEREAS, the Bank 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 Bank 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 Bank 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 Bank to terminate the rights and obligations of the Servicer
hereunder at any time without cause in accordance with Section 11.02 of the
Servicing Agreement and to the other conditions set forth herein.
WHEREAS, the Bank and the Servicer agree that the provisions of the
Servicing Agreement shall continue to apply to the Serviced Mortgage Loans,
except to the extent otherwise 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.
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 Bank 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 Bank 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 Servicing
Agreement incorporated by reference herein (regardless of whether such terms are
defined in the Servicing Agreement), shall have the meanings ascribed to such
terms in the Trust Agreement.
2. Servicing. The Servicer agrees, with respect to the Serviced
Mortgage Loans, to perform and observe the duties, responsibilities and
obligations that are to be performed and observed under the provisions of the
Servicing Agreement, except as otherwise provided herein and on Exhibit A
hereto, and that the provisions of the Servicing Agreement, as so modified, are
and shall be a part of this Agreement to the same extent as if set forth herein
in full.
3. Trust Cut-off Date. The parties hereto acknowledge that by operation
of Section 4.05 and Section 5.01 of the Servicing Agreement, the remittance on
February 18, 2003 to the Trust Fund is to include principal due after January 1,
2003 (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 5.01 of the Servicing
Agreement.
4. Master Servicing; Termination of Servicer. The Servicer, including
any successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the Serviced Mortgage Loans in accordance with the provisions
of this Agreement. The Master Servicer, acting on behalf of the Trustee and the
SASCO 2003-2A Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as the Bank, as owner, under the Servicing
Agreement to enforce the obligations of the Servicer under the Servicing
Agreement and the term "Purchaser" as used in the Servicing Agreement in
connection with any rights of the Bank shall refer to the Trust Fund or, as the
context requires, the Master Servicer acting in its capacity as agent for the
Trust Fund, except as otherwise specified in Exhibit A hereto. The Master
Servicer shall be entitled to terminate the rights and obligations of the
Servicer under this Agreement upon the failure of the Servicer to perform any of
its obligations under this Agreement, which failure results in an Event of
Default as provided in Section 11.01 of the Servicing Agreement. Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer assume
any of the obligations of the Bank under the Servicing 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.
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5. 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. The Servicer hereby restates as of the
Closing Date the representations and warranties made in Section 3.01 (other than
the representation and warranty set forth in Section 3.01(j)).
6. Notices. All notices and communications between or among the parties
hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party 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 Inc.
0000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: E. Xxxx Xxxxxxxxxx, Master Servicing,
SASCO/ALS 2003-2A
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 a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc., Master Servicing
Payment Clearing Account
Account No.: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SASCO/ALS 2003-2A
All notices required to be delivered to the Trustee hereunder
shall be delivered to the Trustee at the following address:
JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004
Attention: Corporate Trust Services Group
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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All notices required to be delivered to the Bank hereunder shall be
delivered to the Bank at the following address:
Xxxxxx Brothers Bank, FSB
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
Telephone: (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, to the attention of Xxxxx Xxxxxxx; Telephone: (000) 000-0000;
Telecopier: (000) 000-0000.
7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, NOTWITHSTANDING NEW YORK OR
OTHER CHOICE OF LAW RULES TO THE CONTRARY.
7. 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.
8. Reconstitution. The Bank and the Servicer agree that this Agreement
is a "Reconstitution Agreement" and that the date hereof is the "Reconstitution
Date," each as defined in the Servicing Agreement.
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Executed as of the day and year first above written.
XXXXXX BROTHERS BANK, FSB,
as Owner
By:
--------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
COUNTRYWIDE HOME LOANS, INC., as Servicer
By:
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Vice President
Acknowledged By:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
---------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
JPMORGAN CHASE BANK,
as Trustee
By:
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title Assistant Vice President
EXHIBIT A
Modifications to the Servicing Agreement
1. Unless otherwise specified herein, any provisions of the Servicing
Agreement, including definitions, relating to (i) representations and
warranties of the Purchaser and (ii) Whole-Loan Transfers, Pass-Through
Transfers, Acknowledgement Agreements, Closing Dates, Cut-off Dates and
First Remittance Dates shall be disregarded. Unless otherwise specified
herein, for purposes of this Agreement, the exhibits to the Servicing
Agreement 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
January 1, 2003, by and between the JPMorgan Chase Bank and U.S. Bank,
National Association
3. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
"Custodian" means U.S. Bank, National Association
4. The definition of "Due Period" in Article I is hereby amended in its
entirety to read as follows:
"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.
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;
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(iii) repurchase agreements collateralized by Direct Obligations
or securities guaranteed by Xxxxxx Xxx, Xxxxxx Xxx or Xxxxxxx Mac with
any registered broker/dealer subject to Securities Investors'
Protection Corporation jurisdiction or any commercial bank insured by
the FDIC, if such broker/dealer or bank has an uninsured, unsecured and
unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of
America or any state thereof which have a credit rating from each
Rating Agency, at the time of investment or the contractual commitment
providing for such investment, at least equal to one of the two highest
long-term credit rating categories of each Rating Agency; provided,
however, that securities issued by any particular corporation will not
be Eligible Investments to the extent that investment therein will
cause the then outstanding principal amount of securities issued by
such corporation and held as part of the Trust Fund to exceed 20% of
the sum of the aggregate principal balance of the Mortgage Loans;
provided, further, that such securities will not be Eligible
Investments if they are published as being under review with negative
implications from either Rating Agency;
(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than 180 days after the date of issuance
thereof) rated by each Rating Agency in its highest short-term rating
category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of
the United States of America or its agencies or instrumentalities
(which obligations are backed by the full faith and credit of the
United States of America) held by a custodian in safekeeping on behalf
of the holders of such receipts; and
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(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.
6. The definition of "Xxxxxx Mae" is hereby added to Article I to immediately
follow the definition of "Xxxxxxx Mac":
"Xxxxxx Mae": The Government National Mortgage Association, or any
successor thereto.
7. The definition of "Monthly Advance" in Article I is hereby amended in its
entirety to read as follows:
"Monthly Advance" means with respect to each Remittance Date and each
Mortgage Loan, an amount equal to the Monthly Payment (with the
interest portion of such Monthly Payment adjusted to the Mortgage Loan
Remittance Rate) that was due on the Mortgage Loan on the Due Date in
the related Due Period, and that (i) was delinquent at the close of
business on the related Determination Date and (ii) was not the subject
of a previous Monthly Advance, but only to the extent that such amount
is expected, in the reasonable judgment of the Servicer, to be
recoverable from collections or other recoveries in respect of such
Mortgage Loan.
8. The definition of "Opinion of Counsel" in Article I is hereby amended by
replacing the period at the end of such definition with a semicolon and
adding the following proviso:
provided that any Opinion of Counsel relating to (a) qualification of
the Mortgage Loans in a REMIC or (b) compliance with the REMIC
Provisions, must be an opinion of counsel who (i) is in fact
independent of the Servicer and the Master Servicer of the Mortgage
Loans, (ii) does not have any material direct or indirect financial
interest in the Servicer or the Master Servicer of the Mortgage Loans
or in an affiliate of either and (iii) is not connected with the
Servicer or the Master Servicer of the Mortgage Loans as an officer,
employee, director or person performing similar functions.
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9. The definition of "Prepayment Interest Shortfall Amount" in Article I is
hereby amended and restated in its entirety to read as follows:
"Prepayment Interest Shortfall Amount": With respect to any Mortgage
Loan that was subject to a Principal Prepayment in full or in part
during any Due Period, which Principal Prepayment was applied to such
Mortgage Loan prior to such Mortgage Loan's Due Date in such Due
Period, the amount of interest (net of the related Servicing Fee for
Principal Prepayments in full only) that would have accrued on the
amount of such Principal Prepayment during the period commencing on the
date as of which such Principal Prepayment was applied to such Mortgage
Loan and ending on the day immediately preceding such Due Date,
inclusive.
10. The definition of "Qualified Depository" is hereby amended and restated in
its entirety to read as follows:
"Qualified Depository": Any of (i) a federal or state-chartered
depository institution the accounts of which are insured by the FDIC
and whose commercial paper, short-term debt obligations or other
short-term deposits are rated at least "A-1+" by Standard & Poor's if
the deposits are to be held in the account for less than 30 days, or
whose long-term unsecured debt obligations are rated at least "AA-" by
Standard & Poor's if the deposits are to be held in the account for
more than 30 days, or (ii) the corporate trust department of a federal
or state-chartered depository institution subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the Code of
Federal Regulations Section 9.10(b), which, in either case, has
corporate trust powers, acting in its fiduciary capacity, or (iii)
Xxxxxx Brothers Bank, FSB., a federal savings bank.
11. The definition of "Qualified GIC" is hereby added to Article I to
immediately follow the definition of "Qualified Depository", to read as
follows:
"Qualified GIC": A guaranteed investment contract or surety bond
providing for the investment of funds in the Custodial Account and
insuring a minimum, fixed or floating rate of return on investments of
such funds, which contract or surety bond shall:
(a) be an obligation of an insurance company or other corporation
whose long-term debt is rated by each Rating Agency in one of its two
highest rating categories or, if such insurance company has no
long-term debt, whose claims paying ability is rated by each Rating
Agency in one of its two highest rating categories, and whose
short-term debt is rated by each Rating Agency in its highest rating
category;
(b) provide that the Servicer may exercise all of the rights under
such contract or surety bond without the necessity of taking any action
by any other Person;
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(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 "Servicing Fee" in Article I is hereby amended in its
entirety to read as follows:
"Servicing Fee": An amount equal to one-twelfth the product of (a) the
Servicing Fee Rate and (b) the outstanding principal balance of the
Mortgage Loan. The Servicing Fee is payable solely from the interest
portion (including recoveries with respect to interest from Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition
Proceeds) of such Monthly Payment collected by the Servicer or as
otherwise provided under this Agreement.
13. The parties hereto acknowledge that Section 2.02 (Books and Records;
Transfer of Mortgage Loans) of the Servicing Agreement shall be modified to
indicate that the Servicer shall prepare and execute at the direction of
the Purchaser any note endorsements in connection with transfer of the
Mortgage Loans to the Trust Fund as the owner of the Mortgage Loans and
that the Purchaser shall pay for any fees associated with the preparation
and execution of such note endorsements to the Trust Fund.
14. The parties hereto acknowledge that Section 2.03 (Delivery of Documents)
shall be inapplicable to this Agreement.
15. The parties hereto acknowledge that Section 2.04 (Custodial Agreement)
shall be inapplicable to this Agreement, as superseded by the provisions of
the Custodial Agreement and the Trust Agreement.
16. The following paragraphs are hereby added to the end of Section 3.01
(Company Representations and Warranties):
It is understood and agreed that the representations and
warranties set forth in Section 3.01 (other than the representation and
warranty set forth in Section 3.01(j)) shall survive the engagement of
the Company to perform the servicing responsibilities hereunder and the
delivery of the Servicing Files to the Company and shall inure to the
benefit of the Trustee, the Trust Fund and the Master Servicer. Upon
discovery by either the Company, the Master Servicer or the Trustee of
a breach of any of the foregoing representations and warranties which
materially and adversely affects the ability of the Company to perform
its duties and obligations under this Agreement or otherwise materially
and adversely affects the value of the Mortgage Loans, the Mortgaged
Property or the priority of the security interest on such Mortgaged
Property or the interest of the Trustee or the Trust Fund, the party
discovering such breach shall give prompt written notice to the other.
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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 3.01 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 Mortgage
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 Trustee's option,
assign the Servicer's rights and obligations under this Agreement (or
respecting the affected Mortgage Loans) to a successor Servicer
selected by the Trustee with the prior consent and approval of the
Master Servicer. Such assignment shall be made in accordance with
Section 12.10.
In addition, the Servicer shall indemnify (from its own funds) the
Trustee, the Trust Fund and the Master Servicer and hold each of them
harmless against any costs resulting from any claim, demand, defense or
assertion based on or grounded upon, or resulting from, a Breach of the
Servicer's representations and warranties contained in this Agreement.
It is understood and agreed that the remedies set forth in this Section
3.01 constitute the sole remedies of the Master Servicer, the Trust
Fund and the Trustee respecting a breach of the foregoing
representations and warranties.
Any cause of action against the Servicer relating to or arising
out of the Breach of any representations and warranties made in Section
3.01 shall accrue upon (i) discovery of such Breach by the 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 4.01 (Servicer to Service) is hereby amended and restated in its
entirety to read as follows:
Section 4.01 Servicer to Service.
From the date of origination of the related Mortgage Loans to the
related Closing Date, the Servicer shall have serviced the related
Mortgage Loans in accordance with Accepted Servicing Practices. From
and after the related Closing Date, the Servicer, as an independent
contractor, shall service and administer the Mortgage Loans pursuant to
this Agreement and shall have full power and authority, acting alone,
to do any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable,
consistent with the terms of this Agreement and with Accepted Servicing
Practices.
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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 strict compliance with 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 and the Servicer has obtained the prior written consent of the
Purchaser) 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.
With respect to a Reconstitution Agreement, in the event of any such
modification which permits the deferral of interest or principal
payments on any Mortgage Loan, the Servicer shall, on the Business Day
immediately preceding the Remittance Date in any month in which any
such principal or interest payment has been deferred, deposit in the
Custodial Account from its own funds, in accordance with Section 4.04,
the difference between (a) such month's principal and one month's
interest at the Mortgage Loan Remittance Rate on the unpaid principal
balance of such Mortgage Loan and (b) the amount paid by the Mortgagor.
Without limiting the generality of the foregoing, the Servicer shall
continue, and is hereby authorized and empowered, to execute and
deliver on behalf of itself and the Purchaser, all instruments of
satisfaction or cancellation, or of partial or full release, discharge
and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. If reasonably
required by the Servicer, the Purchaser shall furnish the Servicer with
any powers of attorney and other documents necessary or appropriate to
enable the Servicer to carry out its servicing and administrative
duties under this Agreement.
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.
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In servicing and administering the Mortgage Loans, the Servicer
shall employ procedures (including collection procedures) and exercise
the same care that it customarily employs and exercises in servicing
and administering mortgage loans for its own account, giving due
consideration to Accepted Servicing Practices where such practices do
not conflict with the requirements of this Agreement, and the
Purchaser's reliance on the Servicer.
Absent written consultation and approval by the Purchaser, as
specified in this Section 4.01, the Servicer may take actions relative
to the servicing and administration of the Mortgage Loans that are
consistent with Accepted Servicing Practices.
Notwithstanding anything to the contrary elsewhere in this
Agreement, the Company shall not waive a prepayment penalty or charge
except under the following circumstances: (i) such waiver would, in the
reasonable judgment of the Company, maximize total proceeds taking into
account the value of such prepayment penalty or charge or (ii) the
Company obtains a written Opinion of Counsel, which may be in-house
counsel for the Company, opining that any prepayment penalty or charge
is not legally enforceable in the circumstances under which the related
Principal Prepayment occurs. In the event that the Company waives any
prepayment penalty or charge, other than as set forth in (i) above, the
Company shall deposit the amount of any such prepayment penalty or
charge in the Custodial Account for distribution to the Purchaser on
the next Remittance Date.
Notwithstanding anything to the contrary elsewhere in this
Agreement, the Company shall deposit the full amount of any prepayment
penalty or charge that is identified on the Mortgage Loan Schedule into
the Custodial Account at the time the related prepayment penalty is
deposited therein if and to the extent a Mortgage Loan identified on
the Mortgage Loan Schedule as having a prepayment penalty or charge
prepays regardless of whether the actual prepayment penalty or charge
is lower than described in the Mortgage Loan Schedule or is not a
contractual obligation of the borrower on the Mortgage Note.
18. The parties hereto acknowledge that references to the "Purchaser" in the
second and third paragraphs of Section 4.02 shall refer to the Master
Servicer, except that the expense of any environmental inspection or review
at the request of the Master Servicer shall be an expense of the Trust
Fund.
19. The parties hereto acknowledge that the (i) words "Countrywide Home Loans,
Inc. in trust for the Purchaser of Conventional Residential Conventional
Residential Adjustable Rate Mortgage Loans, Group No. 2002-1 and various
Mortgagors" fourth, fifth and sixth lines of the first paragraph of Section
4.04 shall be changed to "Countrywide Home Loans, Inc. in trust for the
SASCO 2003-2A Trust Fund," (ii) reference to "Cut-off Date" in the second
paragraph of Section 4.04 shall mean the "close of business on January 1,
2003" and (iii) add the following words to the end of clause (i) of Section
4.04: "and any prepayment penalty or premium thereon."
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20. Section 4.06 (Establishment of and Deposits to Escrow Account) is hereby
amended by changing the words "Countrywide Home Loans, Inc. in trust for
the Purchaser of Conventional Residential Adjustable Rate Mortgage Loans,
Group No. 2002-1 and various Mortgagors" appearing in the fourth, fifth and
sixth lines of the first paragraph thereof to "Countrywide Home Loans, Inc.
in trust for the SASCO 2003-2A Trust Fund."
21. Section 4.16 (Title, Management and Disposition of REO Property) is hereby
amended by (i) replacing the reference to "one year" in the seventh line of
the second paragraph thereof with "three years" and (ii) adding two new
paragraphs after the second paragraph thereof to read as follows:
In the event that the Trust Fund acquires any REO Property in
connection with a default or imminent default on a Mortgage Loan, the
Servicer shall dispose of such REO Property not later than the end of the
third taxable year after the year of its acquisition by the Trust Fund
unless the Servicer has applied for and received a grant of extension from
the Internal Revenue Service to the effect that, under the REMIC Provisions
and any relevant proposed legislation and under applicable state law, the
applicable Trust REMIC may hold REO Property for a longer period without
adversely affecting the REMIC status of such REMIC or causing the
imposition of a federal or state tax upon such REMIC. If the Servicer has
received such an extension, then the Servicer shall continue to attempt to
sell the REO Property for its fair market value for such period longer than
three years as such extension permits (the "Extended Period"). If the
Servicer has not received such an extension and the Servicer is unable to
sell the REO Property within the period ending 3 months before the end of
such third taxable year after its acquisition by the Trust Fund or if the
Servicer has received such an extension, and the Servicer is unable to sell
the REO Property within the period ending three months before the close of
the Extended Period, the Servicer shall, before the end of the three year
period or the Extended Period, as applicable, (i) purchase such REO
Property at a price equal to the REO Property's fair market value or (ii)
auction the REO Property to the highest bidder (which may be the Servicer)
in an auction reasonably designed to produce a fair price prior to the
expiration of the three-year period or the Extended Period, as the case may
be. The Trustee shall sign any document or take any other action reasonably
requested by the Servicer which would enable the Servicer, on behalf of the
Trust Fund, to request such grant of extension.
Notwithstanding any other provisions of this Agreement, no REO Property
acquired by the Trust Fund shall be rented (or allowed to continue to be
rented) or otherwise used by or on behalf of the Trust Fund in such a
manner or pursuant to any terms that would: (i) cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code; or (ii) subject any Trust REMIC to the imposition
of any federal income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Sections 860F or 860G(c) of the
Code, unless the Servicer has agreed to indemnify and hold harmless the
Trust Fund with respect to the imposition of any such taxes.
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(iii) deleting the first sentence of the third paragraph thereof, and
(iv) replacing the words "one" and "sentence" with "three" and
"paragraph", respectively, in the seventh line of the third paragraph
thereto; and,
(v) by adding the following 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.
22. Section 5.02 (Statements to Purchaser) is hereby amended in its entirety to
read as follows:
5.02 Statements to the Master Servicer
(a) Not later than the tenth 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 the format set forth in Exhibit D-1 hereto
and a monthly defaulted loan report in the format set forth in Exhibit
D-2 hereto (or in such other format mutually agreed upon by the
Servicer and Master Servicer) (collectively, the "Monthly Remittance
Advice") as to the accompanying remittance and the period ending on the
last calendar day of the preceding month and (ii) all such information
required pursuant to clause (i) above on a magnetic tape or other
similar media reasonably accepted by the Master Servicer.
(b) Beginning with calendar year 2003, the Servicer shall prepare
and file any and all tax returns, information statements or other
filings for the portion of the tax year 2003 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.
(c) The Monthly Remittance Advice shall also include on a current
and cumulative basis the amount of any (i) claims filed, (ii) claim
payments made, (iii) claims denied and (iv) policies cancelled with
respect to those Serviced Mortgage Loans covered by any PMI Policy or
LPMI Policy.
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23. Section 5.03 (Monthly Advances by Company) is hereby amended by adding the
following new sentence immediately following the first sentence of such
section:
Any amounts held for future distribution and so used to make
Monthly Advances shall be replaced by the Servicer by deposit in the
Custodial Account on or before any future Remittance Date if funds in
the Custodial Account on such Remittance Date shall be less than
payments to the Trust Fund required to be made on such Remittance Date.
24. Section 6.03 (Servicing Compensation) is hereby amended by adding the
following sentences at the end of such Section:
The Servicer shall be required to pay all expenses incurred by it
in connection with its servicing activities hereunder and shall not be
entitled to reimbursement thereof except as specifically provided for
herein.
25. Section 6.04 (Annual Statements as to Compliance) is hereby amended and
restated in its entirety to read as follows:
Section 6.04 Annual Statements as to Compliance.
On or before the last day of February of each year, beginning with
February 28, 2004, the Servicer, at its own expense, will deliver to
the Purchaser and the Master Servicer a Servicing Officer's certificate
stating, as to each signer thereof, that (i) a review of the activities
of the Servicer during such preceding fiscal year and of performance
under this Agreement has been made under such officers' supervision,
and (ii) to the best of such officers' knowledge, based on such review,
the Servicer has fulfilled all its obligations under this Agreement for
such year, or, if there has been a default in the fulfillment of all
such obligations, specifying each such default known to such officer
and the nature and status thereof including the steps being taken by
the Servicer to remedy such default.
26. Section 6.05 (Annual Independent Public Accountants' Servicing Report) is
hereby amended and restated in its entirety to read as follows:
Section 6.05 Annual Audit Report.
On or before the last day of February of each year, beginning with
February 28, 2004, Servicer shall, at its own expense, cause a firm of
independent public accountants (who may also render other services to
Servicer), which is a member of the American Institute of Certified
Public Accountants, to furnish to the Purchaser and Master Servicer (i)
year-end audited (if available) financial statements of the Servicer
and (ii) a statement to the effect that such firm has examined certain
documents and records for the preceding fiscal year (or during the
period from the date of commencement of such Servicer's duties
hereunder until the end of such preceding fiscal year in the case of
the first such certificate) and that, on the basis of such examination
conducted substantially in compliance with the Uniform Single
Attestation Program for Mortgage Bankers, such firm is of the opinion
that Servicer's overall servicing operations have been conducted in
compliance with the Uniform Single Attestation Program for Mortgage
Bankers except for such exceptions that, in the opinion of such firm,
the Uniform Single Attestation Program for Mortgage Bankers requires it
to report, in which case such exceptions shall be set forth in such
statement.
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27. A new Section 6.08 is hereby added to this Agreement to read as follows:
Section 6.08 Officer's Certrificate.
(a) By February 28th of each year (of if not a Business Day, the
immediately preceding Business Day), or in connection with any additional
such certifications directly filed by the Depositor upon thirty (30) days
written request, an officer of the Servicer shall execute and deliver an
Officer's Certificate in the form of Exhibit E attached hereto, signed by
the senior officer in charge of servicing of the Servicer or any officer to
whom that officer reports, to the Master Servicer and the Depositor for the
benefit of such Master Servicer and such Depositor and their respective
officers, directors and affiliates, certifying as to the following matters:
(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 relating to the
Mortgage Loans submitted by the Servicer in its monthly reporting
packages delivered to the Master Servicer which is contained in the
reports on Form 8-K and the annual report on Form 10-K with respect to
the Transaction, 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 date of this
certification;
(3) Based on my knowledge, the Servicing Information required to
be provided to the Master Servicer by the Servicer under this Agreement
has been provided to the Master Servicer;
(4) I am responsible for reviewing the activities performed by the
Servicer under this Agreement and based upon the review required
hereunder, 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, the Servicer has, as of this
certification fulfilled its obligations under this Agreement; and
(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 or similar standard as set forth in this Agreement.
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The Company shall indemnify and hold harmless the Master Servicer and the
Depositor 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 Company or any of its
officers, directors, agents or affiliates of its obligations under this
Section 6.08 any material misstatement or omission in the Officer's
Certificate required under this Section or the negligence, bad faith or
willful misconduct of the Company in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer and the Depositor, then the Company agrees
that it shall contribute to the amount paid or payable by the Master
Servicer and the Depositor as a result of the losses, claims, damages or
liabilities of the Master Servicer and the Depositor in such proportion as
is appropriate to reflect the relative fault of the Master Servicer and the
Depositor on the one hand and the Company on the other in connection with a
breach of the Company's obligations under this Section 6.08, any material
misstatement or omission in the Officer's Certificate required under this
Section or the Company's negligence, bad faith or willful misconduct in
connection therewith.
28. Section 9.01 (Indemnification; Third Party Claims) is hereby amended in its
entirety to read as follows:
The Servicer shall indemnify the Trust Fund, the Trustee and the
Master Servicer and hold each of them harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs,
fees and expenses that any of such parties may sustain in any way
related to the failure of the Servicer to perform its duties and
service the Mortgage Loans in strict compliance with the terms of this
Agreement. The Servicer immediately shall notify the Purchaser, the
Master Servicer and the Trustee or any other relevant party if a claim
is made by a third party with respect to this Agreement or the Mortgage
Loans, assume (with the prior written consent of the indemnified party)
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 related to the
Servicer's indemnification pursuant to Section 3.04, or 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.
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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.
29. The first paragraph of Section 9.04 (Limitation on Resignation and
Assignment by Servicer) 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 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.
References to "Purchaser" in the second and third paragraph of Section
9.04 shall refer to the "Master Servicer acting at the direction, or with the
prior consent of, the Trustee".
30. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer"
(b) changing the reference to "five (5) days" to "two (2) Business
Days" in clause (i); and
(c) amending subclause (vii) as follows: "the Company at any time
is neither a Xxxxxx Xxx or Xxxxxxx Mac approved servicer, and
the Master Servicer has not terminated the rights and
obligations of the Company under this Agreement and replaced
the Company with a Xxxxxx Mae or Xxxxxxx Mac approved servicer
within 30 days of the absence of such approval; or".
31. 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".
32. The parties acknowledge that Section 11.01 is inapplicable to this
Agreement.
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33. Section 11.02 (Termination Without Cause) is hereby amended in its entirety
to read as follows:
Section 11.02 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 Purchaser (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, the Purchaser
and the Master Servicer in writing or (iii) at the sole option of the
Purchaser, 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 Section 11.01
hereof and the procedures set forth below, provided that, in the event
the Purchaser terminates this Agreement without cause in accordance
with subclause (iii) above, the Purchaser shall pay the Servicer a
termination fee equal to 2.0% of the aggregate unpaid balance of the
Mortgage Loans as of such termination date.
In connection with any such termination referred to in clause (ii)
or (iii) above, the Purchaser 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.
Notwithstanding and in addition to the foregoing, in the event
that (i) a Mortgage Loan becomes delinquent for a period of 90 days or
more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an
REO Property, the Purchaser may at its election terminate this
Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO
Property, in each case, upon 15 days' written notice to the Servicer.
In the event of such election, the Purchaser shall reimburse the
Servicer for all unreimbursed out-of-pocket Servicing Advances and
Monthly Advances on the date of termination and other reasonable and
necessary out-of-pocket costs associated with any transfer of
servicing, including, but not limited to, costs associated with the
transfer of the related files to the Purchaser's designee.
34. Section 12.01 (Successor to the Servicer) 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
3.01, 9.04, 10.01 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 servicer meeting the
eligibility requirements of this Agreement set forth in Sections 9.02,
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, the Purchaser, the Trustee and each Rating Agency (as such
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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 the Depositor, 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 3.01 and 3.02 and the remedies
available to the Trustee under Sections 3.01 and 3.03, it being
understood and agreed that the provisions of such Sections 3.01 and
3.03 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.
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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 the representations and warranties set forth in
Section 3.01 and (ii) 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 3.01, 9.04, 10.01 and 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 (i) within three (3) Business Days to
the successor Servicer the funds in the Custodial Account and Escrow
Account and (ii) within 30 Business Days 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 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 Company or resignation of the Company or otherwise), including,
without limitation, the costs and expenses of the Master Servicer or
any other Person in appointing a successor servicer, or of the Master
Servicer in assuming the responsibilities of the Company hereunder, or
of transferring the Servicing Files and the other necessary data to the
successor servicer shall be paid by the terminated, removed or
resigning Servicer from its own funds without reimbursement.
35. The parties hereto acknowledge that Section 12.05 (Notices) is inapplicable
to this Agreement.
36. A new Section 12.12 is hereby added to this Agreement to read as follows:
Section 12.12 Intended Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties
to this Agreement agree that it is appropriate, in furtherance of the
intent of such parties as set forth herein, that the Master Servicer
and the Trustee receive the benefit of the provisions of this Agreement
as intended third party beneficiaries of this Agreement to the extent
of such provisions. The 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.
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EXHIBIT B
Servicing Agreement
See Exhibit 99.5
EXHIBIT C
Mortgage Loan Schedule
[INTENTIONALLY OMITTED]
EXHIBIT D-1
STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number nodecimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANDE 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 twodecimals
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 twodecimals
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 twodecimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number twodecimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number twodecimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number twodecimals
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 nodecimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number sevendecimals
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number sevendecimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number sevendecimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
X-0-0
XXXXXXX X-0
XXXXXXXX XXXXXX 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
D-2-1
47. Loss Mit Approval Date
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
99. REO Value(As-is) 100. REO Repaired Value
101. REO Value Date
102. Investor/Security Billing Date Sent
D-2-2
EXHIBIT E
SEC CERTIFICATION
Structured Asset Securities Corporation
745 7th Avenue, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Loan Services, Inc.
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxx 00000
Re: Structured Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 2003-2A
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Reference is made to the Reconstituted Servicing Agreement, dated as of January
1, 2003 (the "Agreement"), by and among Xxxxxx Brothers Bank, FSB, as seller and
Countrywide Home Loans, Inc., as servicer (the "Servicer"). I, [identify the
certifying individual], a [title] of the Servicer hereby certify to Aurora Loan
Services, Inc. (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 Servicing Agreement (the "Servicing Information").
2. Based on my knowledge, the information relating to the Mortgage Loans
submitted by the Servicer in its monthly reporting packages delivered to
the Master Servicer which is contained in the reports on Form 8-K and the
annual report on Form 10-K with respect to the Transaction, 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 date of this certification;
3. Based on my knowledge, the Servicing Information required to be provided to
the Master Servicer by the Servicer under this Agreement has been provided
to the Master Servicer;
4. I am responsible for reviewing the activities performed by the Servicer
under this Agreement and based upon the review required hereunder, 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 this certification fulfilled its
obligations under this Agreement; and
E-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 or similar
standard as set forth in this Agreement.
Name: ____________________________
Title: ____________________________
Date: ____________________________
E-2
