EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of July 2004, by and between XXXXXX BROTHERS HOLDINGS INC., a
Delaware corporation (the "Seller" or "Xxxxxx Brothers Holdings") and GREENPOINT
MORTGAGE FUNDING, INC., a New York corporation (the "Servicer"), having an
office at 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, recites and provides
as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain
mortgage loans (the "Mortgage Loans") from the Servicer, which Mortgage Loans
were either originated or acquired by the Servicer pursuant to the Flow Mortgage
Loan Purchase and Warranties Agreement, dated as of December 12, 2001, by and
between the Bank and the Servicer and amended as of March 2003 (as amended, the
"Purchase Agreement").
WHEREAS, the Mortgage Loans are to be serviced pursuant to the Flow
Mortgage Loan Purchase, Warranties and Servicing Agreement, dated as of August
1, 2003 (the "Flow Agreement"), as reconstituted hereby.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated July
1, 2004 (the "Assignment and Assumption Agreement") annexed as Exhibit C hereto,
the Seller acquired from the Bank all of the Bank's right, title and interest in
and to certain Mortgage Loans identified on Exhibit D (the "Serviced Mortgage
Loans") and assumed for the benefit of the Servicer and the Bank the rights and
obligations of the Bank as owner of such Serviced Mortgage Loans pursuant to the
Flow Agreement.
WHEREAS, the Seller has conveyed 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, as trustee (the "Trustee"), pursuant to a trust agreement dated as
of July 1, 2004 (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 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 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 Serviced Mortgage Loans are transferred to Aurora, which is
expected to be August 1, 2004 (the "Servicing Transfer Date").
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), 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 July 1, 2004, between U.S.
Bank National Association and the Trustee.
3. 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
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
Servicer acknowledges, for purposes of determining its obligations with respect
to the Serviced Mortgage Loans under Flow Agreement and this Agreement, that the
Serviced Mortgage Loans are held by a REMIC and that a REMIC election is being
made with respect to the arrangement under which the Serviced Mortgage Loans are
held. The parties hereto acknowledge and agree that the Servicing Transfer Date
with respect to the Mortgage Loans is August 1, 2004. On such date, the Servicer
shall transfer all servicing of the Mortgage Loans in accordance with the
Interim Servicing 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 Servicing Transfer Date and to
service such Mortgage Loans pursuant to an existing servicing agreement between
the Seller and Aurora.
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
SARM 2004-11 Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as the Seller 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 Section
10.01 of the Flow Agreement. Notwithstanding anything herein to the contrary, in
no event shall the Master Servicer assume any of the obligations of the Seller
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.
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5. 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.
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, SARM 2004-11
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: SARM 2004-11
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: Institutional Services/Global Debt - SARM 2004-11
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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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: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Dechert LLP
0000 Xxxx Xxxxxxxx Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
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.
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.
8. 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.
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.
as Seller
By:
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Authorized Signatory
GREENPOINT MORTGAGE FUNDING, INC.,
as Servicer
By:
Name:
Title:
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: Xxx Xxxxx
Title: Assistant Vice President
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EXHIBIT A
Modifications to the Flow Agreement
1. A new definition of "Best Efforts" is hereby added to Article I
immediately following the definition of "Assignment of Mortgage" to
read as follows:
"Best Efforts": Efforts determined to be reasonably diligent
by the Seller in its sole discretion. Such efforts do not
require the Seller to enter into any litigation, arbitration
or other legal or quasi-legal proceeding, nor do they require
the Seller to advance or expend fees or sums of money in
addition to those specifically set forth in this Agreement.
2. The definition of "Determination Date" in Article I is hereby amended
in its entirety to read as follows:
"Determination Date": The fifteenth (15th) day of the calendar
month of the related Remittance Date (or if such day is not a
Business Day, the Business Day immediately preceding such
day).
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;
(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by GNMA, Xxxxxx Mae 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;
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(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.
4. A new definition of "Xxxxxx Mae" is hereby added to Article I
immediately following the definition of "Xxxxxxx Mac" to read as
follows:
"Xxxxxx Mae": The Government National Mortgage Association,
or any successor thereto.
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5. The definition of "Monthly Advance" in Article I is hereby amended in
its entirety to read as follows:
"Monthly Advance": With respect to each Remittance Date and
each Mortgage Loan, an amount equal to the Monthly Payment
(with the interest portion of such Monthly Payment adjusted to
the Mortgage Loan Remittance Rate) that was due on the
Mortgage Loan on the Due Date in the related Due Period, and
that (i) was delinquent at the close of business on the
related Determination Date and (ii) was not the subject of a
previous Monthly Advance, but only to the extent that such
amount is expected, in the reasonable judgment of the Seller,
to be recoverable from collections or other recoveries in
respect of such Mortgage Loan. To the extent that the Seller
determines that any such amount is not recoverable from
collections or other recoveries in respect of such Mortgage
Loan, such determination shall be evidenced by a certificate
of a Servicing Officer delivered to the Master Servicer
setting forth such determination and the procedures and
considerations of the Seller forming the basis of such
determination, which shall include a copy of any broker's
price opinion and any other information or reports obtained by
the Seller which may support such determinations.
6. The definition of "Mortgage Loan" in Article I is hereby amended in its
entirety to read as follows:
"Mortgage Loan": An individual servicing retained Mortgage
Loan which has been purchased from the Seller 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.
7. The definition of "Mortgage Loan Schedule" in Article I is hereby
amended in its entirety to read as follows:
"Mortgage Loan Schedule": The schedule of Mortgage Loans
attached as Exhibit D to this Agreement setting forth certain
information with respect to the Mortgage Loans purchased from
the Seller by Xxxxxx Brothers Bank, FSB pursuant to the
Purchase Agreement.
8. The definition of "Prepayment Interest Shortfall Amount" in Article I
is hereby amended in its entirety to read as follows:
"Prepayment Interest Shortfall Amount": With respect to any
Mortgage Loan that was subject to a 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 the related Servicing Fee for Principal
Prepayments in full) 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.
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9. A new definition of "Prepayment Period" is hereby added to Article I
immediately following the definition of "Prepayment Interest Shortfall"
to read as follows:
"Prepayment Period": The second day of the month preceding the
month in which the Distribution Date occurs and ending on the
first day of the month in which such Distribution Date occurs.
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. A new 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 Seller 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 Seller, the Seller 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 Seller's interest therein shall
be transferable to any successor Seller or the Master Servicer
hereunder; and
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(e) provide that the funds reinvested thereunder and
accrued interest thereon be returnable to the Custodial
Account, as the case may be, not later than the Business Day
prior to any Determination Date.
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 Seller or as otherwise
provided under this Agreement.
13. The Definition of "Servicing Fee Rate" in Article I is hereby restated
in its entirety as follows:
"Servicing Fee Rate": 0.25% per annum.
14. Section 2.03 (Custodial Agreement; Delivery of Documents) shall be
superceded by the Custodial Agreement.
15. Article III (Purchase Price) shall be inapplicable to this Agreement.
16. Four new paragraphs are hereby added at the end of Section 4.03
(Remedies for Breach of Representations and Warranties) to read as
follows:
It is understood and agreed that the representations
and warranties set forth in Section 4.01 (a) through (h) and
(k) through (o) are hereby restated as of the Closing Date and
shall survive the engagement of the Seller to perform the
servicing responsibilities hereunder and the delivery of the
Servicing Files to the Seller and shall inure to the benefit
of the Trustee, the Trust Fund and the Master Servicer. Upon
discovery by either the Seller, 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 Seller to perform its duties and obligations
under this Agreement or otherwise materially and adversely
affects the value of the Mortgage Loans, the Mortgaged
Property or the priority of the security interest on such
Mortgaged Property or the interest of the Trustee or the Trust
Fund, the party discovering such breach shall give prompt
written notice to the other.
Within 60 days of the earlier of either discovery by
or notice to the Seller of any breach of a representation or
warranty set forth in Section 4.01 which materially and
adversely affects the ability of the Seller 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 Seller shall use its
best efforts promptly to cure such breach in all material
respects and, if such breach cannot be cured, the Seller
shall, at the Master Servicer's option, assign the Seller's
rights and obligations under this Agreement (or respecting the
affected Loans) to a successor servicer selected by the Master
Servicer. Such assignment shall be made in accordance with
Section 12.01.
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In addition, the Seller shall indemnify (from its own
funds) the Trustee, the Trust Fund and Master Servicer and
hold each of them harmless against any costs resulting from
any claim, demand, defense or assertion based on or grounded
upon, or resulting from, a breach of the Seller's
representations and warranties contained in this Agreement. It
is understood and agreed that the remedies set forth in this
Section 4.03 constitute the sole remedies of the Master
Servicer, the Trust Fund and the Trustee respecting a breach
of the foregoing representations and warranties.
Any cause of action against the Seller relating to or
arising out of the breach of any representations and
warranties made in Section 4.01 shall accrue upon (i)
discovery of such breach by the Seller or notice thereof by
the Trustee or Master Servicer to the Seller, (ii) failure by
the Seller to cure such breach within the applicable cure
period, and (iii) demand upon the Seller by the Trustee or the
Master Servicer for compliance with this Agreement.
17. Section 5.01 (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:
Promptly after the execution of any assumption,
modification, consolidation or extension of any Mortgage Loan,
the Seller 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 Seller shall not
make or permit any modification, waiver or amendment of any
term of any Mortgage Loan that would cause any REMIC created
under the Trust Agreement to fail to qualify as a REMIC or
result in the imposition of any tax under Section 860F(a) or
Section 860G(d) of the Code.
18. Section 5.04 (Establishment of and Deposits to Custodial Account) is
hereby amended by:
(i) replacing the words "Xxxxxx Brothers Bank,
purchaser of Conventional Residential Adjustable and Fixed
Rate Mortgage Loans, Group No. 2003-FLOW" with the words "the
SARM 2004-11 Trust Fund";
(ii) by deleting the word "and" at the end of clause
(xii), by replacing the period at the end clause (xiii) with a
semicolon, and by adding the following new clause (xiv), to
read as follows:
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(xiv) all Monthly Advances made by the Seller.
19. Section 5.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by deleting the word "and" at the end of clause (vii), by
replacing the period at the end of clause (viii) with a semicolon and
by adding the following new clause (ix), to read as follows:
(ix) to reimburse itself for Monthly Advances of the
Seller's funds, the Seller's right to reimburse itself
pursuant to this clause (viii) with respect to any Mortgage
Loan being limited to amounts received on or in respect of the
related Mortgage Loan which represent late recoveries of
payments of principal or interest with respect to which a
Monthly Advance was made, it being understood that, in the
case of any such reimbursement, the Seller's right thereto
shall be prior to the rights of the Trust Fund.
20. Section 5.06 (Establishment of and Deposits to Escrow Account) is
hereby amended by replacing the words "Xxxxxx Brothers Bank, FSB,
purchaser of Conventional Residential Adjustable and Fixed, Group No.
2003-FLOW, and various Mortgagors" with "the SARM 2004-11 Trust Fund."
21. Section 5.17 (Title, Management and Disposition of REO Property) is
hereby amended by:
(i) amending in its entirety the third paragraph of such
section as follows:
The Seller 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
Seller 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 Seller 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 Seller as mortgagee,
and such purchase money mortgage shall not be held pursuant to
this Agreement, but instead a separate participation agreement
among the Seller and Trustee shall be entered into with
respect to such purchase money mortgage. Notwithstanding
anything herein to the contrary, the Seller shall not be
required to provide financing for the sale of any REO
Property. Notwithstanding any other provisions of the Flow
Agreement, no REO Property acquired by the Trust Fund shall be
rented (or allowed to continue to be rented) or otherwise used
or held by or on behalf of the Trust Fund in such a manner,
pursuant to any terms or for a period 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)
result in the imposition of any tax upon any REMIC included in
the Trust Fund.
A-7
(ii) amending in its entirety the fourth paragraph of such
Section as follows:
Notwithstanding anything to the contrary contained in
this Section 5.17, in connection with a foreclosure or
acceptance of a deed in lieu of foreclosure, in the event the
Seller 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 Seller. Upon completion of the
inspection, the Seller 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 Seller 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 Seller 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
acceptance of a deed in lieu of foreclosure unless the Master
Servicer notifies the Seller 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
Seller, that it disapproves of the related foreclosure or
acceptance of a deed in lieu of foreclosure. The Seller shall
be reimbursed for all Servicing Advances made pursuant to this
paragraph with respect to the related Mortgaged Property from
the Custodial Account.
(iii) amending in its entirety the fifth paragraph of such
Section as follows:
Prior to acceptance by the Seller of an offer to sell
any REO Property, the Seller 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
Seller 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 Seller shall not proceed with such
sale.
22. Section 6.01 (Remittances) is hereby amended and restated in its
entirety to read as follows:
On each Remittance Date the Seller 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 5.04 and 5.05), plus
(b) all Monthly Advances, if any, which the Seller is
obligated to make pursuant to this Agreement, minus (c) 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 interest
required to be deposited in the Custodial Account in
connection with such Principal Prepayment in accordance with
Section 5.04(xii), and minus (d) 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.
A-8
With respect to any remittance received by the Master
Servicer after the Business Day on which such payment was due,
the Seller 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 Seller 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 Seller of any such interest shall not be
deemed an extension of time for payment or a waiver of any
Event of Default by the Seller.
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 2004-11
23. Section 6.02 (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 Seller 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 Seller 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 Seller shall
prepare and file any and all tax returns, information
statements or other filings for the portion of the tax year
2004 and the portion of subsequent tax years for which the
Seller 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 Seller
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.
A-9
24. Section 6.04 (Monthly Advances by Seller) is hereby amended and
replaced in its entirety by the following paragraph:
Section 6.04 Monthly Advances by Seller.
On the Business Day immediately preceding each
Remittance Date, the Seller shall deposit in the Custodial
Account from its own funds an amount equal to all Monthly
Payments (with interest adjusted to the Mortgage Loan
Remittance Rate) which were due on the Mortgage Loans during
the applicable Due Period and which were delinquent at the
close of business on the immediately preceding Determination
Date or which were deferred pursuant to Section 5.01. The
Seller's obligation to make such Monthly Advances as to any
Mortgage Loan will continue through the last Monthly Payment
due prior to the payment in full of the Mortgage Loan, or
through the last Remittance Date prior to the Remittance Date
for the distribution of all Liquidation Proceeds and other
payments or recoveries (including Insurance Proceeds and
Condemnation Proceeds) with respect to the Mortgage Loan
unless the Seller deems such Monthly Advances to be
unrecoverable, as evidenced by an Officer's Certificate of the
Seller delivered to the Master Servicer.
Any amounts held for future distribution and so used
to make Monthly Advances shall be replaced by the Seller 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.
25. Section 7.04 (Annual Audit Report) is hereby amended by (i) replacing
the date "February 28, 2004" in the first line with "February 28, 2005"
and (ii) replacing the words "the Purchaser" in the fourth line with
the words "Xxxxxx Brothers Holdings Inc. and the Master Servicer."
26. Section 7.05 (Annual Officer's Certificate) is hereby amended by (i)
replacing the date "February 28, 2004" in the first line with "February
28, 2005" and (ii) replacing the words "the Purchaser" in the second
line with the words "Xxxxxx Brothers Holdings Inc. and the Master
Servicer."
27. A new Section 7.07 (SEC Certificate) is hereby added to this Agreement
to read as follows:
Section 7.07 SEC Certificate.
By February 28th of each year, or at any other time
upon thirty (30) days written request, an officer of the
Seller shall execute and deliver an Officer's Certificate
substantially in the form of Exhibit F attached hereto, signed
by the senior officer in charge of servicing of the Seller or
any officer to whom that officer reports, to the Master
Servicer and Depositor for the benefit of such the Master
Servicer and their respective officers, directors and
affiliates. Notwithstanding the foregoing, in the event that
as to any year a report on Form 10-K is not required to be
filed with the Securities and Exchange Commission with respect
to the related securitization transaction for the prior
calendar year, then (i) the Depositor shall notify the Seller
of that fact, and (ii) the Seller shall not be required to
provide the Officer's Certificate described in this subsection
(a).
A-10
28. Sections 9.02 (Limitation on Liability of Seller and Others) is
replaced by the following:
The Seller 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 Seller to perform its duties and service the
Mortgage Loans in strict compliance with the terms of this
Agreement. The Seller immediately shall notify Xxxxxx Brothers
Holdings Inc., the Master Servicer and the Trustee or any
other relevant party if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans, assume (with
the prior written consent of the indemnified party) 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 Seller 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
Seller 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 Seller to service and administer the
Mortgage Loans in strict compliance with the terms of this
Agreement.
The Trust Fund shall indemnify the Seller 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 Seller 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 Seller 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 9.03 (Limitation on Resignation and
Assignment by Seller) is hereby amended in its entirety to read as
follows:
The Seller 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 Seller shall be fully
liable for such tasks as if the Seller 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 Seller 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 Seller, and the Seller
guarantees the performance of such entity hereunder. In the
event of such assignment by the Seller, the Seller shall
provide the Trustee and the Master Servicer with a written
statement guaranteeing the successor entity's performance of
the Seller's obligations under the Agreement.
30. Section 10.01 (Events of Default) is hereby amended as follows:
(a) Amending Subsection 10.01(g) in its entirety to read as
follows: "the Seller at any time is neither a Xxxxxx Mae or
Xxxxxxx Mac approved servicer, and the Master Servicer has not
terminated the rights and obligations of the Seller under this
Agreement and replaced the Seller with a Xxxxxx Mae or Xxxxxxx
Mac approved servicer within 30 days of the absence of such
approval; or".
A-11
(b) Replacing the last paragraph thereof with the following:
Upon receipt by the Seller of such written notice,
all authority and power of the Seller under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall
pass to and be vested in a successor servicer appointed by the
Xxxxxx Brothers Holdings Inc. and the Master Servicer. Upon
written request from the Seller, the Seller shall prepare,
execute and deliver to the successor entity designated by the
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 Seller's sole expense. The Seller shall
cooperate with Xxxxxx Brothers Holdings Inc. and the Master
Servicer and such successor in effecting the termination of
the Seller'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 Seller to the Custodial Account or
Escrow Account or thereafter received with respect to the
Mortgage Loans.
31. The parties hereto acknowledge that the word "Purchaser" in Section
10.02 (Waiver of Defaults) shall refer to the "Master Servicer with the
prior consent of the Trustee."
32. Section 11.02 (Termination Without Cause) is hereby amended as follows:
(a) Adding the following paragraph after the first paragraph in
such section:
In connection with any such termination referred to
in clause (ii) or (iii) above, Xxxxxx Brothers Holdings Inc.
will be responsible for reimbursing the Seller 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.
33. Section 12.01 (Successor to Seller) is hereby amended in its entirety
to read as follows:
Simultaneously with the termination of the Seller's
responsibilities and duties under this Agreement pursuant to
Sections 8.05, 10.01, 11.01(ii) or 11.02, the Master Servicer
shall, in accordance with the provisions of the Trust
Agreement (i) succeed to and assume all of the Seller'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 Seller under this Agreement with
the termination of the Seller's responsibilities, duties and
liabilities under this Agreement. Any successor to the Seller
that is not at that time a Seller 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
A-12
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 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 Seller under this Agreement.
In the event that the Seller's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant
to the aforementioned sections, the Seller 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 Seller 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 Seller of the
representations and warranties made pursuant to Sections 4.01
or 4.02 shall be applicable to the Seller notwithstanding any
such resignation or termination of the Seller, 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 Seller 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 Seller shall cooperate with the Trustee and
the Master Servicer, as applicable, and such successor in
effecting the termination of the Seller's responsibilities and
rights hereunder and the transfer of servicing
responsibilities to the successor Seller, 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 Seller 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 Seller
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
Seller under this Agreement, whereupon such successor shall
become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Seller,
with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Seller or
termination of this Agreement pursuant to Sections 8.05,
10.01, 11.01 or 11.02 shall not affect any claims that the
Master Servicer or the Trustee may have against the Seller
arising out of the Seller's actions or failure to act prior to
any such termination or resignation.
The Seller shall deliver within three (3) Business
Days to the successor Seller 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
Seller 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 Seller.
A-13
Upon a successor's acceptance of appointment as such,
the Seller 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 Seller or resignation of the
Seller 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 Seller 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.
34. A new Section 12.20 (Intended Third Party Beneficiaries) is hereby
added to read as follows:
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 Seller
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 Seller shall only
take direction from the Master Servicer (if direction by the
Master Servicer is required under this Agreement) unless
otherwise directed by this Agreement. Notwithstanding the
foregoing, all rights and obligations of the Master Servicer
and the Trustee hereunder (other than the right to
indemnification) shall terminate upon termination of the Trust
Agreement and of the Trust Fund pursuant to the Trust
Agreement.
A-14
EXHIBIT B
Flow Agreement
See Exhibit 99.8
B-1
EXHIBIT C
Assignment and Assumption Agreement
Intentionally Omitted
C-1
EXHIBIT D
Serviced Mortgage Loan Schedule
On file at the offices of:
Dechert LLP
4000 Xxxx Atlantic Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
D-1
EXHIBIT E-1
FORM OF MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANCE FOR ACTUAL/ACTUAL, REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
Example .0025000 for .25%
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 .00 IF PAIDOFF Number two decimals
E-1-1
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
FIELD NAME DESCRIPTION
---------- -----------
% of MI Coverage % of MI Coverage
Actual MI Claim Filed Date The date the Claim to the MI Company was filed
Actual Bankruptcy Start Date (filing date) Actual Bankruptcy Start Date (filing date)
Actual Claim Amount Filed The amount claimed to the MI company on the MI claim
Actual Discharge Date Date Bankruptcy was Discharged
Actual Due Date Next Payment Due Date
Actual Eviction Complete Date Actual Eviction Complete Date
Actual Eviction Start Date Actual Eviction Start Date
Actual First Legal Date Actual First Legal Date
Actual Notice of Intent Date (breach letter date) Actual Notice of Intent Date (breach letter date)
Actual Payment Plan End Date The date the Last Pre-petition payment is due from the
Trustee in a chapter 13 BK
Actual Payment Plan Start Date The date the First Pre-petition payment is due from the
Trustee in a chapter 13 BK
Actual Redemption End Date Actual Redemption End Date
Actual REO Start Date The date the account was received by the REO Department
Appraisal, BPO Costs Total expenses incurred for the purpose of BPO's or Appraisals.
Bankruptcy Chapter Bankruptcy Chapter 7,11,13
BK Atty Fees & Costs BK Atty Fees & Costs
BK Flag (Man Code) A code that identifies the account as an active Bankruptcy.
Bnk Case # (7 digit only) Bnk Case # (7 digit only)
City City
Claim Amount Paid MI Claim Amount
Claim Funds Received Date The date the MI Claim funds were received from the MI Company
Confirmation Hearing Date Confirmation Hearing Date
Current Interest Rate Current Interest Rate
Current Loan Amount Unpaid Principal Balance
Current P&I Payment Amount Current P&I Payment Amount
Date Bid Instructions Sent Date Bid Instructions Sent to Attorney
Date Filed Relief/Dismissal The date the motion for Relief or Dismissal was filed with the BK Court
Date Loan Reinstated Date Loan Reinstated
Date POC Filed Date proof of claim filed
Date Relief/Dismissal Granted The date the BK court granted the motion for Relief or Dismissal
Date REO Offer Accepted Date REO Offer Accepted
Date REO Offer Received Date REO Offer Received
Deal Identifier by Loan Security Name/Cross reference Investor ID (Servicer to Cross reference)
E-2-1
FIELD NAME DESCRIPTION
---------- -----------
Delinquency Status (Man Code) 30, 60, 90, BK, FC, REO, Claims or a code that can be decoded to
determine the current status of the account.
Loss Mit Denial Date Loss Mit Denial Date
Eviction Atty Fees & Costs Eviction Atty Fees & Costs
F/B 1st Due (if applicable) F/B 1st Due (if applicable)
F/B Last Due (if applicable) F/B Last Due (if applicable)
FC Atty Fees & Costs FC Atty Fees & Costs
FC Flag A code that identifies the account as an active Foreclosure.
FC Start Date (referral date) FC Start Date (referral date)
FC Suspended Date FC Suspended Date
FC Valuation Amount The value of the property as determined for the purpose of foreclosure.
FC Valuation Date The date the property value was determined for the purpose of foreclosure.
FC Valuation Source The type of valuation that was used to determine the Fc Valuation amount.
FHA 27011A Transmitted Date FHA 27011A Transmitted Date
FHA 27011B Transmitted Date FHA 27011B Transmitted Date
FHA Case # FHA Case #
FHA Part A Funds Received Date FHA Part A Funds Received Date
First Payment Date First Payment Date
Foreclosure Actual Sale Date Date F/C Sale Held
VA Gaurantee % VA Gaurantee %
Interest Advances Interest Advances
Investor Loan Number Investor Loan Number
INVESTOR/SECURITY BILLING SENT DATE Date claim submitted to investor
Liquidation Status Type of PIF, S/S, 3rd Party etc.
VA Loan Gaurantee Certificate Number VA Loan Gaurantee Certificate Number
Loan Number Servicer Loan Number
Loan Term Loan Term
Loan Type Loan Type
Loss Mit Approval Date Loss Mit Approval Date
Loss Mit Flag (Man Code) A code that identifies the account as an active Loss Mit account.
Loss Mit Removal Date The date the Loss Mit Department determined that Loss Mit Options were no
longer a viable option.
Loss Mit Start Date Loss Mit Set-up Date
Loss Mit Type S/S, Forbearance, Repay, Mod,etc.
Loss Mit Workstation Status Completed, Removed, Active
MI Certificate Number MI Certificate Number
MI Cost Price percentage, lender paid only
MI Coverage Y/N MI Coverage Y/N
Monthly MIP Cost The monthly fee paid to HUD to maintain coverage on the account.
Next Payment Adjustment Date Next Payment Adjustment Date
E-2-2
FIELD NAME DESCRIPTION
---------- -----------
Next Rate Adjustment Date Next Rate Adjustment Date
Occupancy Status Occupancy Status
Occupancy Status Date The date the occupancy status reported was determined.
Original Loan Amount Original Loan Amount
Original Value Amount The value of the property as determined at the origination of the account.
Origination Date The date the closing occurred to originate the loan.
ORIGINATION VALUE DATE The date the original Value Amount was determined.
ORIGINATION VALUE SOURCE The type of valuation that was used to determine the Original Value amount.
Other Advance Expenses Total Advances minus all other/detail and total Ownership Code
Paid in Full Date Date loan liquidated from system UPB removed Paid Off Code
Part B Funds Received Date FHA/VA Only
Partial Prepayment Amount Collected
Post Petition Due Date
Prepayment Expiration Date Term
Prepayment Flag
Prepayment Premium Collected
Prepayment Waived
Product Type
Property Condition
PROPERTY PRESERVATION FEES
Property Type
Realized Gain or Loss
Reason for Default
Reason Suspended
Relief/Dismissal Hearing Date
REO Repaired Value
REO Value(As-is)
REO Actual Closing Date
REO Flag (Man Code)
REO List Date
REO List Price
REO Net Sales proceeds
REO Sales Price
REO Scheduled Close Date
REO Value Date
REO VALUE SOURCE
Repay First Due Date
Repay Last Due Date
Repay Next Due Date
Repay Plan Broken Date
Repay Plan Created Date
SBO LOAN NUMBER
Scheduled Balance
E-2-3
FIELD NAME DESCRIPTION
---------- -----------
Scheduled Due Date
Servicing Fee
State
Street Address
T&I Advances
Title Approval Letter Received Date
Title Package to HUD Date
Title Package to VA Date
VA Claim Funds Received Date
VA Claim Submitted Date
VA FIRST FUNDS RECEIVED AMOUNT
VA FIRST FUNDS RECEIVED DATE
VA XXX Submitted Date
ZIP CODE
FNMA ACTION CODE
FNMA DELINQUENCY REASON CODE
E-2-4
EXHIBIT F
SEC CERTIFICATION
[Date]
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 Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2004-11
----------------------------------------------------------------------
Reference is made to the Reconstituted Servicing Agreement dated as of July 1,
2004 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc. (the "LBH")
and GreenPoint Mortgage Funding, Inc. (the "Servicer") and acknowledged by
Aurora Loan Services, Inc. (the "Master Servicer") and JPMorgan Chase Bank USA,
as Trustee (the "Trustee"). I, [identify the certifying individual], a [title]
of the Servicer, hereby certify to the Master Servicer and Structured Asset
Securities Corporation (the "Depositor"), and their respective officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:
1. I have reviewed the information required to be delivered to the Master
Servicer pursuant to the Agreement (the "Servicing Information").
2. Based on my knowledge, the Servicing Information does not contain any
material untrue information or omit to state information necessary to make
the Servicing Information, in light of the circumstances under which such
information was provided, not misleading as of the date of this
certification;
3. Based on my knowledge, the Servicing Information has been provided to the
Master Servicer when and as required under the Agreement; and
4. I am responsible for reviewing the activities performed by the Servicer
under the Agreement, and based upon my knowledge and the review required
under the Agreement, and except as disclosed in writing to you on or prior
to the date of this certification either in the accountants' report
required under the Agreement or in disclosure a copy of which is attached
hereto, the Servicer has, for the period covered by the Form 10-K Annual
Report, fulfilled its obligations under this Agreement.
GREENPOINT MORTGAGE FUNDING, INC.
Name: ____________________________
Title: ____________________________
Date: ____________________________
F-1
