EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of June, 2004, by and between XXXXXX BROTHERS HOLDINGS INC., a
Delaware corporation (the "Seller" or "Xxxxxx Brothers Holdings"), INDYMAC BANK,
F.S.B., a Federal Savings Bank (the "Servicer"), and acknowledged by AURORA LOAN
SERVICES INC., a Delaware corporation ("Aurora"), and JPMORGAN CHASE BANK (the
"Trustee"), recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain fixed
and adjustable rate, conventional, first lien, residential mortgage loans from
the Servicer pursuant to the Seller's Warranties and Servicing Agreement between
the Seller and the Servicer, dated as of July 1, 2003 for Conventional
Residential Fixed and Adjustable Rate Mortgage Loans (Group No. 2003-1) (the
"SWSA") attached hereto as Exhibit B.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated June
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 the mortgage loans currently serviced under the SWSA and assumed for the
benefit of each of the Servicer and the Bank the rights and obligations of the
Bank as owner of such mortgage loans pursuant to the SWSA.
WHEREAS, the Seller has conveyed the mortgage loans identified on
Exhibit D 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, as trustee (the
"Trustee"), pursuant to a trust agreement, dated as of June 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 Serviced Mortgage Loans are currently being serviced by
the Servicer pursuant to the SWSA.
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 and the Master Servicer to terminate the rights and
obligations of the Servicer hereunder as set forth herein and to the other
conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the
SWSA shall apply to the Serviced Mortgage Loans, but only to the extent provided
herein and that this Agreement shall govern the Serviced Mortgage Loans for so
long as such Serviced Mortgage Loans remain subject to the provisions of the
Trust Agreement.
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 certain
circumstances, to terminate the rights and obligations of the Servicer under
this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the SWSA
incorporated by reference herein (regardless of whether such terms are defined
in the SWSA), 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 Servicing Files for the
Trustee pursuant to a Custodial Agreement, dated June 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
SWSA, except as otherwise provided herein and on Exhibit A hereto, and that the
provisions of the SWSA, as so modified, are and shall be a part of this
Agreement to the same extent as if set forth herein in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation
of Section 4.05 and Section 5.01 of the SWSA, the remittance on June 18, 2004 to
the Trust Fund is to include principal due after June 1, 2004 (the "Trust
Cut-off Date") plus interest, at the Mortgage Loan Remittance Rate collected
during the related Due Period exclusive of any portion thereof allocable to a
period prior to the Trust Cut-off Date, with the adjustments specified in
clauses (b), (c), (d) and (e) of Section 5.01 of the SWSA.
5. Master Servicing; Termination of Servicer. The Servicer, including
any successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the Serviced Mortgage Loans in accordance with the provisions
of this Agreement. The Master Servicer, acting on behalf of the Trustee and the
SARM 2004-8 Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as the Seller under the SWSA to enforce
the obligations of the Servicer under the SWSA and the term "Purchaser" as used
in the SWSA 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 SWSA.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer assume any of the obligations of the Seller under the SWSA 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.
6. 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 (other than those
representations and warranties made by the Servicer in Section 3.02 of the SWSA
hereby restated as of the date of the SWSA) in connection with the transactions
contemplated by the Trust Agreement and issuance of the Certificates issued
pursuant thereto.
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7. Notices. All notices and communications between or among the parties
hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services, Inc.
0000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attn: E. Xxxx Xxxxxxxxxx, Master Servicing,
SARM 2004-8
Telephone: (000) 000-0000
Facsimile: (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 Number: 066-611059
Beneficiary: Aurora Loan Services, Inc.
For further credit to: SARM 2004-8
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 Trust Services/Global Debt - SARM 2004-8
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller, at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
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With a copy to:
Dechert, LLP
4000 Xxxx Atlantic Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the SWSA.
8. 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.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
instrument.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
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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
INDYMAC BANK, F.S.B.,
as Servicer
By:_________________________________
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES, INC.,
as Master Servicer
By:___________________________________
Name: Xxxxx X. Xxxxx III
Title Managing Director
JPMORGAN CHASE BANK,
as Trustee
By:___________________________________
Name: Xxx Xxxxx
Title: Assistant Vice President
EXHIBIT A
Modifications to the SWSA
1. Unless otherwise specified herein, any provisions of the SWSA, including
definitions, relating to (i) representations and warranties relating to the
Mortgage Loans and not relating to the servicing of the Mortgage Loans,
(ii) Mortgage Loan repurchase obligations, (iii) Whole Loan and
Pass-Through Transfers and Reconstitution, and (iv) Assignments of
Mortgage, shall be disregarded for purposes relating to this Agreement. The
exhibits to the SWSA and all references to such exhibits shall also be
disregarded.
2. The definition of "Determination Date" in Article I is hereby amended as
follows:
Determination Date: With respect to each Remittance Date, the 15th day
of the month in which such Remittance Date occurs, or, if such 15th day
is not a Business Day, the succeeding Business 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 Xxxxxx Mae, Xxxxxx Xxx or Xxxxxxx Mac with
any registered broker/dealer subject to Securities Investors'
Protection Corporation jurisdiction or any commercial bank insured by
the FDIC, if such broker/dealer or bank has an uninsured, unsecured and
unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
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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 definition of "Xxxxxx Mae" is hereby added to Article I to immediately
follow 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 "Mortgage Loan" is hereby amended and restated in its
entirety to read as follows:
Mortgage Loan: An individual servicing retained Mortgage Loan which has
been purchased from the Servicer by Xxxxxx Brothers Bank, FSB and is
subject to this Agreement being identified on the Mortgage Loan
Schedule to this Agreement, which Mortgage Loan includes without
limitation the Mortgage Loan documents, the monthly reports, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition Proceeds and all other rights, benefits,
proceeds and obligations arising from or in connection with such
Mortgage Loan.
6. The definition of "Mortgage Loan Schedule" is hereby amended and restated
in its entirety to read as follows:
Mortgage Loan Schedule: The schedule of Mortgage Loans attached as
Exhibit C to this Agreement setting forth certain information with
respect to the Mortgage Loans purchased from the Servicer by Xxxxxx
Brothers Bank, FSB pursuant to the Purchase Agreement.
7. 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, F.S.B., a federal savings bank.
8. 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 Servicer may exercise all of the rights under such
contract or surety bond without the necessity of taking any action by
any other Person;
(c) provide that if at any time the then current credit standing of the
obligor under such guaranteed investment contract is such that
continued investment pursuant to such contract of funds would result in
a downgrading of any rating of the Servicer, the Servicer shall
terminate such contract without penalty and be entitled to the return
of all funds previously invested thereunder, together with accrued
interest thereon at the interest rate provided under such contract to
the date of delivery of such funds to the Trustee;
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(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.
9. A new definition of "Realized Loss" is added to Article I immediately
following the definition of "Rating Agency" to read as follows:
Realized Loss: With respect to each Liquidated Mortgage Loan (as
defined in the Trust Agreement), an amount equal to (i) the unpaid
principal balance of such Mortgage Loan as of the date of liquidation,
minus (ii) Liquidation Proceeds received, to the extent allocable to
principal, net of amounts that are reimbursable therefrom to the Master
Servicer or the Company with respect to such Mortgage Loan (other than
Monthly Advances of principal) including expenses of liquidation.
10. The parties acknowledge that the fourth paragraph of Section 2.02 (Books
and Records; Transfers of Mortgage Loans) shall be inapplicable to this
Agreement.
11. The parties acknowledge that Section 2.03 (Delivery of Documents) shall be
superseded by the provisions of the Custodial Agreement.
12. Section 3.01(c) (No Conflicts) is hereby amended by deleting the words "the
acquisition of the Mortgage Loans by the Company, the sale of the Mortgage
Loans to the Purchaser".
13. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second and third sentences thereof.
14. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans".
15. Section 3.01(i) (Selection Process), Section 3.01(l) (Sale Treatment), and
Section 3.01(n) (No Brokers' Fees) shall be inapplicable to this Agreement.
16. Four new paragraphs are hereby added at the end of Section 3.01 (Company
Representations and Warranties) to read as follows:
It is understood and agreed that the representations and
warranties set forth in Section 3.01 (a) through (h) and (k) are hereby
restated as of the Closing Date and 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 Company of any breach of a representation or warranty set forth in
Section 3.01 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 Loans, the
Mortgaged Property or the priority of the security interest on such
Mortgaged Property, the Company shall use its best efforts promptly to
cure such breach in all material respects and, if such breach cannot be
cured, the Company shall, at the Master Servicer's option, assign the
Company's rights and obligations under this Agreement (or respecting
the affected Loans) to a successor servicer selected by the Master
Servicer with the prior consent and approval of the Trustee. Such
assignment shall be made in accordance with Section 12.01.
In addition, the Company 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
Company'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 Company 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 Company or
notice thereof by the Trustee or Master Servicer to the Company, (ii)
failure by the Company to cure such breach within the applicable cure
period, and (iii) demand upon the Company by the Trustee or the Master
Servicer for compliance with this Agreement.
17. Section 4.01 (Company to Act as Servicer) is hereby amended as follows:
(i) by deleting the first, second and third sentences of the second
paragraph of such section and replacing it with the following:
Consistent with the terms of this Agreement, the Company 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 Company'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 Company, imminent, the Company 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 Company 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 Company 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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18. Section 4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
the words "in trust for the Purchaser of Conventional Residential
Conventional Residential Fixed and Adjustable rate Mortgage Loans,
Group 2003-1 and various Mortgagors" in the fourth, fifth and sixth
lines of the first sentence of the first paragraph shall be replaced by
the following: "in trust for SARM 2004-8 Trust Fund and various
Mortgagors".
19. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by replacing the words from the word "Purchaser" in the sixth line
of clause (ii) to the end of such clause (ii) with the following:
the Trust Fund; provided however, that in the event that the
Company determines in good faith that any unreimbursed Monthly Advances
will not be recoverable from amounts representing late recoveries of
payments of principal or interest respecting the particular Mortgage
Loan as to which such Monthly Advance was made or from Liquidation
Proceeds or Insurance Proceeds with respect to such Mortgage Loan, the
Company may reimburse itself for such amounts from the Custodial
Account, it being understood, in the case of any such reimbursement,
that the Company's right thereto shall be prior to the rights of the
Trust Fund;
20. Section 4.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "Purchaser of Conventional Residential
Conventional Residential Fixed and Adjustable rate Mortgage Loans, Group
2003-1 and various Mortgagors" in the fourth, fifth and sixth lines of the
first sentence of the first paragraph, and replacing it with the following:
"in trust for SARM 2004-8 Trust Fund and various Mortgagors".
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 third paragraph thereof with "three years" and (ii) adding two new
paragraphs after the fourth 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
Company 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 Company 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 Company has received such an extension, then the
Company 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 Company has not received such
an extension and the Company 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 Company has received
such an extension, and the Company is unable to sell the REO Property
within the period ending three months before the close of the Extended
Period, the Company 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 Company) 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 Company which would enable the Company, on
behalf of the Trust Fund, to request such grant of extension.
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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 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.
(iii) replacing the word "advances" in the sixth line of the fifth
paragraph thereof with "Monthly Advances", and (iv) by adding the following
to the end of such Section:
Prior to acceptance by the Company of an offer to sell any REO
Property, the Company 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 Company 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 Company shall not proceed with such sale.
22. Section 5.01 (Remittances) is hereby amended by adding the following after
the second paragraph of such Section:
All remittances required to be made to the Master Servicer shall
be made to the following wire account or to such other account as may
be specified by the Master Servicer from time to time:
JPMorgan Chase Bank
New York, New York
ABA #: 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: Aurora Loan Services 2004-8
23. Section 5.02 (Statements to Purchaser) is hereby amended in its entirety to
read as follows:
Section 5.02 Statements to Master Servicer.
Not later than the tenth calendar day of each month, the Company
shall furnish to the Master Servicer an electronic file providing loan
level accounting data for the period ending on the last Business Day of
the preceding month in the format set forth in Exhibits E-1 and E-2
hereto (or in such other format mutually agreed to between the Company
and the Master Servicer). The information required by Exhibit E-2 is
limited to that which is readily available to the Company and is
mutually agreed to by the Company and Master Servicer.
A-7
24. Section 5.03 (Monthly Advances by Company) is hereby amended by deleting
the last sentence of such Section.
25. Section 6.04 (Annual Statement as to Compliance) is hereby amended by
replacing "March 31, 2004" with "February 28, 2005."
26. Section 6.05 (Annual Independent Public Accountants' Servicing Report) is
hereby amended by replacing "March 31, 2004" with "February 28, 2005."
27. Section 9.01 (Indemnification; Third Party Claims) is hereby amended in its
entirety to read as follows:
The Company shall indemnify the Purchaser, 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 Company to perform its duties
and service the Mortgage Loans in strict compliance with the terms of
this Agreement. The Company 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,
which consent shall not be unreasonably withheld or delayed) the
defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or any of such
parties in respect of such claim. The Company shall follow any written
instructions received from the Trustee in connection with such claim.
The Company shall provide the Trustee with a written report of all
expenses and advances incurred by the Company pursuant to this Section
9.01, and the Trustee from the assets of the Trust Fund promptly shall
reimburse the Company 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 Company to service and administer the Mortgage Loans in
strict compliance with the terms of this Agreement or the gross
negligence, bad faith or willful misconduct of this Company.
28. Section 9.03 (Limitation on Liability of Company and Others) is hereby
amended in its entirety to read as follows:
Neither the Company nor any of the directors, officers, employees
or agents of the Company shall be under any liability to the Master
Servicer, the Trustee, or the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant
to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Company or any such person against
any liability that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in its performance of its duties
or by reason of reckless disregard for its obligations and duties under
this Agreement. The Company and any director, officer, employee or
agent of the Company shall be entitled to indemnification by the Trust
Fund and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this
Agreement, the Trust Agreement, or the Certificates other than any
loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of his or its duties
hereunder or by reason of reckless disregard of his or its obligations
and duties hereunder. The Company and any director, officer, employee
or agent of the Company may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Company shall be under no
obligation to appear in, prosecute or defend any legal action that is
not incidental to its duties to service the Mortgage Loans in
accordance with this Agreement and that in its opinion may involve it
in any expenses or liability; provided, however, that the Company may
in its sole discretion undertake any such action that it may deem
necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund and the Company shall
be entitled to be reimbursed therefor out of the Custodial Account it
maintains as provided by Section 4.05.
A-8
29. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer"; and
(b) 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".
30. Section 10.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer".
31. Section 11.01 (Termination) is hereby amended by restating subclause (ii)
thereof to read as below and adding the following sentence after the first
sentence of Section 11.01:
(ii) mutual consent of the Company and the Trustee in writing, provided
such termination is also acceptable to the Master Servicer and the
Rating Agencies.
At the time of any termination of the Company pursuant to Section
11.01, the Company shall be entitled to all accrued and unpaid
Servicing Fees and unreimbursed Servicing Advances and Monthly
Advances; provided, however, in the event of a termination for cause
under Sections 10.01 hereof, such unreimbursed amounts shall not be
reimbursed to the Company until such amounts are received by the Trust
Fund from the related Mortgage Loans.
32. Section 11.02 (Termination Without Cause) is hereby amended by replacing
the first reference to "Purchaser" with "Xxxxxx Brothers Holdings" and by
replacing all other references to "Purchaser" with "Xxxxxx Brothers
Holdings."
A-9
33. Section 12.01 (Successor to Company) is hereby amended in its entirety to
read as follows:
Simultaneously with the termination of the Company's
responsibilities and duties under this Agreement pursuant to Sections
8.04, 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 Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor meeting
the eligibility requirements of this Agreement, and which shall succeed
to all rights and assume all of the responsibilities, duties and
liabilities of the Company under this Agreement with the termination of
the Company's responsibilities, duties and liabilities under this
Agreement. Any successor to the Company 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 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 Purchaser, 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 Company under this Agreement.
In the event that the Company's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Company 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 Company 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 Company of the representations and warranties made pursuant
to Sections 3.01 and 3.02 and the remedies available to the Trust Fund
under Section 3.03 shall be applicable to the Company notwithstanding
any such resignation or termination of the Company, 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 Company 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 Company shall cooperate with the Trustee and the
Master Servicer, as applicable, and such successor in effecting the
termination of the Company'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 Company to the Account or any Escrow Account or
thereafter received with respect to the Mortgage Loans.
A-10
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Trustee, the Company and the Master
Servicer an instrument 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 Company under this Agreement, whereupon such successor
shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like
effect as if originally named as a party to this Agreement. Any
termination or resignation of the Company or termination of this
Agreement pursuant to Sections 8.04, 10.01, 11.01 or 11.02 shall not
affect any claims that the Master Servicer or the Trustee may have
against the Company arising out of the Company's actions or failure to
act prior to any such termination or resignation.
The Company shall deliver, within three (3) Business Days of the
appointment of a successor Servicer, the funds in the Custodial Account
and Escrow Account and all Collateral Files, Credit Files and related
documents and statements held by it hereunder to the successor Servicer
and the Company 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 Company.
Upon a successor's acceptance of appointment as such, the Company
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.
34. Section 12.02 (Amendment) is hereby amended and restated in its entirety as
follows:
Section 12.02 (Amendment)
This Agreement may be amended from time to time by written
agreement signed by the Company and the Purchaser, with the written
consent of the Master Servicer and the Trustee.
35. Section 12.04 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
36. Section 12.10 (Assignment by Purchaser) is hereby deleted in its entirety.
37. Section 12.11 (No Personal Solicitation) is hereby amended by replacing the
words "the Purchaser" with "Xxxxxx Brothers Holdings" in each instance.
A-11
38. A new Section 12.13 (Intended Third Party Beneficiaries) is hereby added to
read as follows:
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 Company 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 Company 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.
39. A new Section 12.14 (Officer's Certificate) is hereby added to read as
follows:
By February 28th of each year beginning February 28, 2005, or at
any other time upon thirty (30) days written request, an officer of the
Servicer 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 Servicer 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 Servicer of that fact, and (ii) the Servicer
shall not be required to provide the Officer's Certificate described in
this Section 12.14.
A-12
EXHIBIT B
Servicing Agreement
[INTENTIONALLY OMITTED]
B-1
Exhibit C
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
Schedule of Serviced Mortgage Loans
[INTENTIONALLY OMITTED]
D-1
EXHIBIT E-1
STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL 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 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
CURT40ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
D-1-1
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
1. Deal Identifier by Loan
2. SBO Loan Number
3. Loan Number
4. Investor Loan Number
5. Street Address
6. City
7. State
8. Zip Code
9. Original Loan Amount
10. Origination Date
11. First Payment Date
12. Current Loan Amount
13. Current Interest Rate
14. Current P&I Payment Amount
15. Scheduled Balance
16. Scheduled Due Date
17. Next Rate Adjustment Date
18. Next Payment Adjustment Date
19. Loan Term
20. Loan Type
21. Servicing Fee
22. Product Type
23. Property Type
24. Ownership Code
25. Actual Due Date
26. Delinquency Status
27. Reason for Default
28. FC Flag
29. Date Loan Reinstated
30. FC Suspended Date
31. Reason Suspended
32. FC Start Date (referral date)
33. Actual Notice of Intent Date
34. Actual First Legal Date
35. Date Bid Instructions Sent
36. Date F/C Sale Scheduled
37. Foreclosure Actual Sale Date
38. Actual Redemption End Date
39. Occupancy Status
40. Occupancy Status Date
41. Actual Eviction Start Date
42. Actual Eviction Complete Date
43. Loss Mit Workstation Status
44. Loss Mit Flag
45. Loss Mit Type
46. Loss Mit Start Date
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 F
ANNUAL CERTIFICATION
Structured Asset Securities Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Aurora Loan Services, Inc.
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxx 00000
Re: Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2004-8
--------------------------------------------------------------------
Reference is made to the Reconstituted Servicing Agreement, dated as of June 1,
2004 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc., as seller
and IndyMac Bank, F.S.B., 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 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.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Servicer.
Dated:____________________ By:_____________________________________
Name:___________________________________
Title:__________________________________
E-1
Execution Copy
RECONSTITUTED MORTGAGE LOAN SERVICING AGREEMENT
THIS RECONSTITUTED MORTGAGE LOAN SERVICING AGREEMENT (this
"Agreement"), entered into as of the 1st day of June, 2004, by and between
XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation (the "Seller" or "Xxxxxx
Brothers Holdings"), INDYMAC BANK, F.S.B., a Federal Savings Bank (the
"Servicer"), and acknowledged by AURORA LOAN SERVICES INC., a Delaware
corporation ("Aurora"), and and JPMORGAN CHASE BANK (the "Trustee"), recites and
provides as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain
conventional, residential, fixed rate, first lien mortgage loans pursuant to a
Flow Mortgage Loan Purchase and Warranties Agreement, dated as of February 13,
2001 (as amended, the "Flow Purchase Agreement"), by and between the Bank and
the Servicer.
WHEREAS, such mortgage loans are currently being serviced by the
Servicer for the Bank pursuant to a Flow Interim Servicing Agreement for
Conventional Fixed Rate Residential Mortgage Loans, dated as of February 13,
2001, as amended by [Amendment No. 1, dated as of June 27, 2001 and] Amendment
No. 2, dated as of December 1, 2003 (the "Flow Interim Servicing Agreement"),
and annexed as Exhibit B hereto, by and between the Bank, as purchaser, and the
Servicer, as seller and interim servicer.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated June
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 the mortgage loans currently serviced under the Flow Interim Servicing
Agreement and assumed for the benefit of each of the Servicer and the Bank the
rights and obligations of the Bank as owner of such mortgage loans pursuant to
the Flow Purchase Agreement.
WHEREAS, the Seller has conveyed the mortgage loans identified on
Exhibit D 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, as trustee (the
"Trustee"), pursuant to a trust agreement, dated as of June 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 and the Master Servicer to terminate the rights and
obligations of the Servicer hereunder as set forth herein and to the other
conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the
Flow Interim Servicing Agreement shall apply to the Serviced Mortgage Loans, but
only to the extent provided herein and that this Agreement shall govern the
Serviced Mortgage Loans for so long as such Serviced Mortgage Loans remain
subject to the provisions of the Trust Agreement.
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 certain
circumstances, to terminate the rights and obligations of the Servicer under
this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the Flow Interim
Servicing Agreement incorporated by reference herein (regardless of whether such
terms are defined in the Flow Interim Servicing Agreement or Flow Purchase
Agreement), shall have the meanings ascribed to such terms in the Trust
Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank
National Association will act as custodian of the Serviced Mortgage Files for
the Trustee pursuant to a Custodial Agreement, dated June 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 Interim Servicing Agreement, except as otherwise provided herein and on
Exhibit A hereto, and that the provisions of the Flow Interim 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. The Servicer acknowledges, for purposes
of determining its obligations under Section 2.17 of the Flow Interim Servicing
Agreement, that a REMIC election has been or will be made with respect to the
arrangement under which the Mortgage Loans and the REO Property are held.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation
of Section 2.05 and Section 3.01 of the Flow Interim Servicing Agreement, the
remittance on February 18, 2004 to the Trust Fund is to include principal due
after June 1, 2004 (the "Trust Cut-off Date") plus interest, at the Mortgage
Loan Remittance Rate collected during the related Due Period exclusive of any
portion thereof allocable to a period prior to the Trust Cut-off Date, with the
adjustments specified in clause (b) of Section 3.01 of the Flow Interim
Servicing Agreement.
5. Master Servicing; Termination of Servicer. The Servicer, including
any successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the Serviced Mortgage Loans in accordance with the provisions
of this Agreement. The Master Servicer, acting on behalf of the Trustee and the
SARM 2004-8 Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as the Bank, as purchaser, under the Flow
Interim Servicing Agreement to enforce the obligations of the Servicer under the
Flow Interim Servicing Agreement and the term "Purchaser" as used in the Flow
Interim Servicing 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 11.01 of the Flow Interim
Servicing 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 Interim 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.
2
6. 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.
7. Notices. All notices and communications between or among the parties
hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services Inc.
0000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: E. Xxxx Xxxxxxxxxx, Master Servicing, SARM 2004-8
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:
0
XXXxxxxx Xxxxx Xxxx
Xxx Xxxx, Xxx Xxxx
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 2004-8
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 Trust Services/Global Debt - SARM 2004-8
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller, at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Dechert, LLP
4000 Xxxx Atlantic Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the Flow
Interim Servicing Agreement.
8. 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.
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9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
instrument.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
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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
INDYMAC BANK, F.S.B.,
as Servicer
By:______________________________
Name:
Title:
ACKNOWLEDGED BY:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:_________________________
Name:
Title:
JPMORGAN CHASE BANK,
as Trustee
By:_________________________
Name: Xxx Xxxxx
Title: Assistant Vice President
EXHIBIT A
Modifications to the Flow Interim Servicing Agreement
1. Unless otherwise specified herein, any provisions of the Flow Interim
Servicing Agreement, including definitions, relating to (i)
representations and warranties relating to the Mortgage Loans and not
relating to the servicing of the Mortgage Loans, (ii) Mortgage Loan
repurchase obligations, (iii) Whole Loan and Pass-Through Transfers and
Reconstitution, and (iv) Assignments of Mortgage, shall be disregarded
for purposes relating to this Agreement. The exhibits to the Flow
Interim Servicing Agreement and all references to such exhibits shall
also be disregarded.
2. New definitions of "Determination Date" and "Due Date" are hereby added
to Article I to immediately follow the definition of "Custodial
Account", to read as follows:
"Determination Date" The fifteenth (15th) day of the calendar
month of the related Remittance Date (or if such day is not a
Business Day, the Business Day immediately preceding such
day).
"Due Date": The day of the month on which the scheduled
monthly payment is due on a Mortgage Loan, exclusive of any
days of grace. With respect to the Mortgage Loans for which
payment from the Mortgagor is due on a day other than the
first day of the month, such Mortgage Loans will be treated as
if the monthly payment is due on the first day of the
immediately succeeding month.
3. The definition of "Eligible Investments" 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 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 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
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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.
4. A new definition of "Xxxxxx Xxx" is hereby added to Article I to
immediately follow the definition of "Fidelity Bond", to read as
follows:
"Xxxxxx Mae": The Government National Mortgage Association, or
any successor thereto.
5. A new definition of "Mortgage Loan" is hereby added to Article I to
immediately follow the definition of "Mortgage Impairment Insurance
Policy", to read as follows:
"Mortgage Loan": An individual servicing retained Mortgage
Loan which has been purchased from the Servicer by Xxxxxx
Brothers Bank, FSB and is subject to this Agreement being
identified on the Mortgage Loan Schedule to this Agreement,
which Mortgage Loan includes without limitation the Mortgage
Loan documents, the monthly reports, Principal Prepayments,
Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition Proceeds and all other rights,
benefits, proceeds and obligations arising from or in
connection with such Mortgage Loan.
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6. A new definition of "Mortgage Loan Schedule" is hereby added to Article
I to immediately follow the definition of "Mortgage Loan Remittance
Rate", 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 acquired by the
Bank from the Servicer pursuant to the Flow Purchase Agreement
which were in turn acquired by the Seller from the Bank
pursuant to the Assignment and Assumption Agreement.
7. 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.
8. 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 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.
9. A new definition of "Realized Loss" is added to Article I immediately
following the definition of "Qualified Insurer" to read as follows:
Realized Loss: With respect to each Liquidated Mortgage Loan
(as defined in the Trust Agreement), an amount equal to (i)
the unpaid principal balance of such Mortgage Loan as of the
date of liquidation, minus (ii) Liquidation Proceeds received,
to the extent allocable to principal, net of amounts that are
reimbursable therefrom to the Master Servicer or the Servicer
with respect to such Mortgage Loan (other than Monthly
Advances of principal) including expenses of liquidation.
10. Section 2.01 (Seller to Act as Servicer) is hereby amended as follows:
(i) by deleting the first and second 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 judgement 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.
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(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 Servicer
shall forward to the Master Servicer copies of any documents
evidencing such assumption, modification, consolidation or
extension. Notwithstanding anything to the contrary contained
in the Flow Interim Servicing 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.
11. Section 2.03 (Collection of Mortgage Loan Payments) is hereby amended
by replacing the words "Continuously from the related Closing Date
until the related Transfer Date" in the first line thereof to
"Continuously from the Closing Date until the date the Mortgage Loan
ceases to be subject to this Agreement".
12. Section 2.04 (Establishment of and Deposits to Custodial Account) is
hereby amended by replacing the words "for Xxxxxx Brothers Bank, FSB,
Residential Fixed Rate Mortgage Loans and various Mortgagors" in the
fifth and sixth lines of the first paragraph of such Section with the
words "for SARM 2004-8 Trust Fund and various Mortgagors."
13. Section 2.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by deleting the word "and" at the end of clause (v), by
replacing the period at the end of clause (vi) with a semicolon and by
adding the following new clauses (vii) and (viii):
(vii) to invest funds in the Custodial Account in
Eligible Investments in accordance with Section 2.10; and
(viii) to transfer funds to another Qualified
Depository in accordance with Section 2.10 hereof.
14. Section 2.06 (Establishment of and Deposits to Escrow Account) is
hereby amended by replacing the words "in trust for Xxxxxx Brothers
Bank, FSB Residential Fixed Mortgage Loans and various Mortgagors" in
the fifth and sixth lines of the first paragraph of such Section with
"in trust for SARM 2004-8 Trust Fund and various Mortgagors."
15. Section 2.17 (Title, Management and Disposition of REO Property) is
hereby amended as follows:
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(i) by replacing the existing third paragraph of such
Section with the following paragraph:
The Servicer shall use commercially reasonable 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 and will not be made with respect
to the arrangement under which the Mortgage Loans and the REO
Property are held, and (b) the Servicer determines, and gives
an appropriate notice to the Master Servicer to such effect,
that a longer period is necessary for the orderly liquidation
of such REO Property. If a period longer than three years is
permitted under the foregoing sentence and is necessary to
sell any REO Property, the Servicer shall report monthly to
the Master Servicer as to the progress being made in selling
such REO Property.
(ii) by adding the following paragraphs 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.
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
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.
16. Section 3.01 (Remittances) is hereby amended and restated in its
entirety to read as follows:
On each Remittance Date the Servicer shall remit by
wire transfer of immediately available funds to the Master
Servicer (a) all amounts deposited in the Custodial Account as
of the close of business on the last day of the related Due
Period (net of charges against or withdrawals from the
Custodial Account pursuant to Sections 2.04 and 2.05), plus
(b) all Monthly Advances, if any, which the Servicer is
obligated to make pursuant to Section 3.03, 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 2.04(ix), 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.
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With respect to any remittance received by the Master
Servicer after the Business Day on which such payment was due,
the Servicer shall pay to the Master Servicer interest on any
such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus three (3)
percentage points, but in no event greater than the maximum
amount permitted by applicable law. Such interest shall be
deposited in the Custodial Account by the Servicer on the date
such late payment is made and shall cover the period
commencing with the day following such Business Day and ending
with the Business Day on which such payment is made, both
inclusive. Such interest shall be remitted along with the
distribution payable on the next succeeding Remittance Date.
The payment by the Servicer of any such interest shall not be
deemed an extension of time for payment or a waiver of any
Event of Default by the Servicer.
All remittances required to be made to the Master
Servicer shall be made to the following wire account or to
such other account as may be specified by the Master Servicer
from time to time:
JPMorgan Chase Bank
New York, New York
ABA #: 000-000-000
Account Name: Aurora Loan Services Inc.
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: Aurora Loan Services 2004-8
17. Section 3.02 (Statements to Purchaser) is hereby amended by amending
the first paragraph in its entirety to read as follows:
Section 3.02 Statements to Master Servicer.
Not later than the tenth calendar day of each month,
the Servicer shall furnish to the Master Servicer an
electronic file providing loan level accounting data for the
period ending on the last Business Day of the preceding month
in the format set forth in Exhibits E-1 and E-2 hereto (or in
such other format mutually agreed to between the Servicer and
the Master Servicer). The information required by Exhibit E-2
is limited to that which is readily available to the Servicer
and is mutually agreed to by the Seller and Master Servicer.
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18. Section 4.06 (Annual Independent Public Accountants' Servicing Report)
is hereby amended by replacing "March 31, 2004" with "February 28,
2005."
19. The parties hereto acknowledge that Section 5.01 (Provision of
Information) and Section 5.02 (Financial Statements; Servicing
Facilities) are inapplicable to this Agreement.
20. Section 6.03 (Termination Upon Transfer of Servicing, Termination
Procedures) is hereby amended by replacing all references to the
"Purchaser" in the second paragraph with "Xxxxxx Brothers Holdings."
21. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of
Seller and Others) is replaced by the following:
The Servicer shall indemnify the Trust Fund, the
Trustee, the Seller 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, judgements, 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 Seller, 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 judgement or decree which may be entered
against it or any of such parties in respect of such claim.
The Servicer shall follow any written instructions received
from the Trustee in connection with such claim. The Trustee
from the assets of the Trust Fund promptly shall reimburse the
Servicer for all amounts advanced by it pursuant to the
preceding sentence except when the claim is in any way relates
to the failure of the Servicer to service and administer the
Mortgage Loans in strict compliance with the terms of this
Agreement.
The Trust Fund shall indemnify the Servicer and hold
it harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees
and expenses that the Servicer may sustain in any way related
to the failure of the Trustee or the Master Servicer to
perform its duties in compliance with the terms of this
Agreement.
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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.
22. The first paragraph of Section 8.03 (Limitation on Resignation and
Assignment by Seller) is hereby amended in its entirety to read as
follows:
The Servicer shall neither assign this Agreement or
the servicing hereunder or delegate its rights or duties
hereunder or any portion hereof (to other than a third party
in the case of outsourcing routine tasks such as taxes,
insurance and property inspection, in which case the Servicer
shall be fully liable for such tasks as if the Servicer
performed them itself) or sell or otherwise dispose of all or
substantially all of its property or assets without the prior
written consent of the Trustee and the Master Servicer, which
consent shall be granted or withheld in the reasonable
discretion of such parties; provided, however, that the
Servicer may assign its rights and obligations hereunder
without prior written consent of the Trustee and the Master
Servicer to any entity that is directly owned or controlled by
the Servicer, and the Servicer guarantees the performance of
such entity hereunder. In the event of such assignment by the
Servicer, the Servicer shall provide the Trustee and the
Master Servicer with a written statement guaranteeing the
successor entity's performance of the Servicer's obligations
under the Agreement.
22. Section 10.03 (No Conflicts) is hereby amended by deleting the words
"the acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser".
23. Section 10.05 (Ability to Perform) is hereby amended by deleting the
second and third sentences thereof.
24. Section 10.07 (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans".
25. Section 11.01 (Events of Default) is hereby amended as follows:
(i) By replacing all references to "Purchaser" in the
paragraph following clause (j) of such Section to "Master
Servicer"; and
(ii) by replacing the last paragraph thereof with the
following:
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Upon receipt by the Servicer of such written notice,
all authority and power of the Servicer under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall
pass to and be vested in a successor Servicer appointed by the
Seller and the Master Servicer. Upon written request from the
Seller, the Servicer 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 Servicer's sole
expense. The Servicer shall cooperate with the Seller and the
Master Servicer and such successor in effecting the
termination of the Servicer's responsibilities and rights
hereunder, including without limitation, the transfer to such
successor for administration by it of all cash amounts which
shall at the time be credited by the Servicer to the Custodial
Account or Escrow Account or thereafter received with respect
to the Mortgage Loans.
26. The parties hereto acknowledge that the word "Purchaser" in Section
11.02 (Waiver of Defaults) shall refer to the "Master Servicer with the
prior consent of the Trustee."
27. A new Section 11.03 (Termination Without Cause) is hereby added to read
as follows:
Section 11.03 Termination Without Cause.
This Agreement shall terminate upon: (i) the later of
(a) the distribution of the final payment or liquidation
proceeds on the last Mortgage Loan to the Trust Fund (or
advances by the Servicer for the same), and (b) the
disposition of all REO Property acquired upon foreclosure of
the last Mortgage Loan and the remittance of all funds due
hereunder, or (ii) mutual consent of the Servicer, the Seller
and the Master Servicer in writing or (iii) at the sole option
of the Seller, without cause, upon 30 days written notice. Any
such notice of termination shall be in writing and delivered
to the Servicer by registered mail to the address set forth at
the beginning of this Agreement. The Master Servicer, the
Trustee and the Servicer shall comply with the termination
procedures set forth in Sections 11.01 and 11.03.
In connection with any such termination referred to
in clause (ii) or (iii) above, the Seller 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.
28. A new Section 11.04 (Successor to the Servicer) is hereby added to read as
follows:
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Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Sections 8.03, 11.01 or 11.03, the Master Servicer shall, in
accordance with the provisions of the Trust Agreement (i)
succeed to and assume all of the Servicer's responsibilities,
rights, duties and obligations under this Agreement, or (ii)
appoint a successor meeting the eligibility requirements of
this Agreement and (iii) and which shall succeed to all rights
and assume all of the responsibilities, duties and liabilities
of the Servicer under this Agreement with the termination of
the Servicer's responsibilities, duties and liabilities under
this Agreement. Any successor to the Servicer that is not at
that time a Servicer of other mortgage loans for the Trust
Fund shall be subject to the approval of the Master Servicer,
the Seller, the Trustee and each Rating Agency (as such term
is defined in the Trust Agreement). Unless the successor
servicer is at that time a servicer of other mortgage loans
for the Trust Fund, each Rating Agency must deliver to the
Trustee a letter to the effect that such transfer of servicing
will not result in a qualification, withdrawal or downgrade of
the then-current rating of any of the Certificates. In
connection with such appointment and assumption, the Master
Servicer or the Seller, as applicable, may make such
arrangements for the compensation of such successor out of
payments on the Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be
in excess of that permitted the Servicer under this Agreement.
In the event that the Servicer's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant
to the aforementioned sections, the Servicer shall discharge
such duties and responsibilities during the period from the
date it acquires knowledge of such termination until the
effective date thereof with the same degree of diligence and
prudence which it is obligated to exercise under this
Agreement, and shall take no action whatsoever that might
impair or prejudice the rights or financial condition of its
successor. The resignation or removal of the Servicer pursuant
to the aforementioned sections shall not become effective
until a successor shall be appointed pursuant to this Section
11.04 and shall in no event relieve the Servicer of the
representations and warranties made pursuant to Article X
shall be applicable to the Servicer notwithstanding any such
resignation or termination of the Servicer, or the termination
of this Agreement.
Within a reasonable period of time, but in no event
longer than 30 days of the appointment of a successor entity,
the Servicer shall prepare, execute and deliver to the
successor entity any and all documents and other instruments,
place in such successor's possession all Servicing Files, and
do or cause to be done all other acts or things necessary or
appropriate to effect the purposes of such notice of
termination. The Servicer shall cooperate with the Trustee and
the Master Servicer, as applicable, and such successor in
effecting the termination of the Servicer's responsibilities
and rights hereunder and the transfer of servicing
responsibilities to the successor Servicer, including without
limitation, the transfer to such successor for administration
by it of all cash amounts which shall at the time be credited
by the Servicer to the Custodial Account or any Escrow Account
or thereafter received with respect to the Mortgage Loans.
A-12
Any successor appointed as provided herein shall
execute, acknowledge and deliver to the Trustee, the Servicer
and the Master Servicer an instrument (i) accepting such
appointment, wherein the successor shall make an assumption of
the due and punctual performance and observance of each
covenant and condition to be performed and observed by the
Servicer under this Agreement, whereupon such successor shall
become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer,
with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Servicer or
termination of this Agreement pursuant to Sections 11.01 or
11.03 shall not affect any claims that the Master Servicer or
the Trustee may have against the Servicer arising out of the
Servicer's actions or failure to act prior to any such
termination or resignation.
The Servicer shall deliver within three (3) Business
Days to the successor Servicer the funds in the Custodial
Account and Escrow Account and all documents and statements
related to the Mortgage Loans and the Servicer shall account
for all funds and shall execute and deliver such instruments
and do such other things as may reasonably be required to more
fully and definitively vest in the successor all such rights,
powers, duties, responsibilities, obligations and liabilities
of the Servicer.
Upon a successor's acceptance of appointment as such,
the Servicer shall notify the Trustee and Master Servicer of
such appointment in accordance with the notice procedures set
forth herein.
Except as otherwise provided in this Agreement, all
reasonable costs and expenses incurred in connection with any
transfer of servicing hereunder (whether as a result of
termination or removal of the Servicer or resignation of the
Servicer or otherwise), including, without limitation, the
costs and expenses of the Master Servicer or any other Person
in appointing a successor servicer, or of the Master Servicer
in assuming the responsibilities of the Servicer hereunder, or
of transferring the Servicing Files and the other necessary
data to the successor servicer shall be paid by the
terminated, removed or resigning Servicer from its own funds
without reimbursement.
29. Section 12.03 (Entire Agreement; Amendment) is hereby amended by
replacing the second sentence of such Section to read as follows:
This Agreement may be amended from time to time by written
agreement signed by the Seller and the Purchaser, with the
written consent of the Master Servicer and the Trustee.
A-13
30. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby
added to read as follows:
Notwithstanding any provision herein to the contrary,
the parties to this Agreement agree that it is appropriate, in
furtherance of the intent of such parties as set forth herein,
that the Master Servicer and the Trustee receive the benefit
of the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such
provisions. The Servicer shall have the same obligations to
the Master Servicer and the Trustee as if they were parties to
this Agreement, and the Master Servicer and the Trustee shall
have the same rights and remedies to enforce the provisions of
this Agreement as if they were parties to this Agreement. The
Servicer shall only take direction from the Master Servicer
(if direction by the Master Servicer is required under this
Agreement) unless otherwise directed by this Agreement.
Notwithstanding the foregoing, all rights and obligations of
the Master Servicer and the Trustee hereunder (other than the
right to indemnification) shall terminate upon termination of
the Trust Agreement and of the Trust Fund pursuant to the
Trust Agreement.
31. A new Section 12.12 (Officer's Certificate) is hereby added to read as
follows:
By February 28th of each year, or at any other time
upon thirty (30) days written request, an officer of the
Servicer 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 Servicer
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
Servicer of that fact, and (ii) the Servicer shall not be
required to provide the Officer's Certificate described in
this Section 12.12.
A-14
EXHIBIT B
Flow Interim Servicing Agreement
[INTENTIONALLY OMITTED]
B-1
EXHIBIT C
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
E-1-1
EXHIBIT D
Mortgage Loan Schedule
[INTENTIONALLY OMITTED]
E-1-2
EXHIBIT E-1
STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL 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 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
CURT40ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
D-1-1
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
1. Deal Identifier by Loan
2. SBO Loan Number
3. Loan Number
4. Investor Loan Number
5. Street Address
6. City
7. State
8. Zip Code
9. Original Loan Amount
10. Origination Date
11. First Payment Date
12. Current Loan Amount
13. Current Interest Rate
14. Current P&I Payment Amount
15. Scheduled Balance
16. Scheduled Due Date
17. Next Rate Adjustment Date
18. Next Payment Adjustment Date
19. Loan Term
20. Loan Type
21. Servicing Fee
22. Product Type
23. Property Type
24. Ownership Code
25. Actual Due Date
E-2-1
26. Delinquency Status
27. Reason for Default
28. FC Flag
29. Date Loan Reinstated
30. FC Suspended Date
31. Reason Suspended
32. FC Start Date (referral date)
33. Actual Notice of Intent Date
34. Actual First Legal Date
35. Date Bid Instructions Sent
36. Date F/C Sale Scheduled
37. Foreclosure Actual Sale Date
38. Actual Redemption End Date
39. Occupancy Status
40. Occupancy Status Date
41. Actual Eviction Start Date
42. Actual Eviction Complete Date
43. Loss Mit Workstation Status
44. Loss Mit Flag
45. Loss Mit Type
46. Loss Mit Start Date
47. Loss Mit Approval Date
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
E-2-2
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
E-2-3
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
E-2-4
EXHIBIT F
ANNUAL CERTIFICATION
Structured Asset Securities Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Aurora Loan Services, Inc.
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxx 00000
Re: Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2004-8
--------------------------------------------------------------------
Reference is made to the Reconstituted Servicing Agreement, dated as of June 1,
2004 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc., as seller
and IndyMac Bank, F.S.B., 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 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
F-1
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.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Servicer.
Dated: ____________________ By: _______________________
Name: _____________________
Title: ____________________
F-2
