EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of January, 2003, by and between XXXXXX BROTHERS BANK, FSB
(the "Seller" or "Xxxxxx Brothers Bank, FSB"), a federal savings bank and XXXXX
FARGO HOME MORTGAGE, INC., a California corporation (the "Servicer"), recites
and provides as follows:
RECITALS
WHEREAS, the Seller 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 October 1, 2002 for Six-Month Fixed/One-Year Adjustable
LIBOR Rate Mortgage Loans (WFHM 2002-W72) (the "SWSA").
WHEREAS, the Seller has conveyed the mortgage loans identified on
Exhibit C hereto (the "Serviced Mortgage Loans") to Structured Asset Securities
Corporation, a Delaware special purpose corporation ("SASCO"), which in turn has
conveyed the Serviced Mortgage Loans to JPMorgan Chase Bank (the "Trustee"),
pursuant to a trust agreement, dated as of January 1, 2003 (the "Trust
Agreement"), among the Trustee, Aurora Loan Services Inc., as master servicer
("Aurora," and, together with any successor Master Servicer appointed pursuant
to the provisions of the Trust Agreement, the "Master Servicer") and SASCO.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by
the Servicer pursuant to the SWSA attached hereto as Exhibit B.
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, except to the extent otherwise
provided herein and that this Agreement shall govern the Serviced Mortgage Loans
for so long as such Serviced Mortgage Loans remain subject to the provisions of
the Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right, under 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 if 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 January 1, 2003, 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 February 18,
2003 to the Trust Fund is to include principal due after January 1, 2003 (the
"Trust Cut-off Date") plus interest, at the Mortgage Loan Remittance Rate
collected during the related Due Period exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, with the adjustments
specified in clauses (b), (c), (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
SASCO 2003-2A 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 content 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 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.
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.
2
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,
SASCO 2003-2A
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 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: SASCO 2003-2A
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004
Attention: Corporate Trust Services Group
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller, at the following address:
Xxxxxx Brothers Bank, FSB
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the SWSA.
3
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.
4
WFHM Reconstituted Servicing Agreement
Executed as of the day and year first above written.
XXXXXX BROTHERS BANK, FSB,
as Seller
By:
-----------------------------
Name: Xxxx Xxxxxx
Title: Vice President
XXXXX FARGO HOME MORTGAGE, INC.,
as Servicer
By:
-----------------------------
Name: Xxxxxx Xxxx
Title: Vice President
Acknowledged:
AURORA LOAN SERVICES, INC.,
as Master Servicer
By:
-------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title Executive Vice President
JPMORGAN CHASE BANK,
as Trustee
By:
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title Assistant Vice President
EXHIBIT A
Modifications to the 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. A new definition of "Prepayment Interest Shortfall Amount" is added to
Article I immediately following the definition of "PMI Policy" to read as
follows:
Prepayment Interest Shortfall Amount: With respect to any Mortgage Loan
that was subject to a Principal Prepayment in full or in part during
any Due Period, which Principal Prepayment was applied to such Mortgage
Loan prior to such Mortgage Loan's Due Date in such Due Period, the
amount of interest (net of the related Servicing Fee for Principal
Prepayments in full only) that would have accrued on the amount of such
Principal Prepayment during the period commencing on the date as of
which such Principal Prepayment was applied to such Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive.
4. A new definition of "Realized Loss" is added to Article I immediately
following the definition of "Rating Agencies" 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.
5. The parties acknowledge that the fourth paragraph of Section 2.02 shall be
inapplicable to this Agreement.
6. The parties acknowledge that Section 2.03 (Custodial Agreement; Delivery of
Documents) shall be superceded by the provisions of the Custodial
Agreement.
7. 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".
8. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second and third sentences thereof.
A-1
9. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans".
10. Section 3.01 (i) (Selection Process), Section 3.01(k) (Sale Treatment),
Section 3.01(m) (No Brokers' Fees) and Section 3.01(n) (Fair Consideration)
shall be inapplicable to this Agreement.
11. 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), (j) and (l) 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.
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 Trustee's option, assign the Company's
rights and obligations under this Agreement (or respecting the affected
Loans) to a successor servicer selected by the Trustee with the prior
consent and approval of the Master Servicer. Such assignment shall be
made in accordance with Section 12.01.
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.
A-2
12. 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 judgement 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.
13. Section 4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
(a) the words "in trust for the Purchaser and/or subsequent purchasers
of Mortgage Loans, and various Mortgagors-P&I" in the fourth and
fifth lines of the first sentence of the first paragraph shall be
replaced by the following: "in trust for SASCO 2003-2A Trust Fund
and various Mortgagors".
(b) by amending clause (viii) to read as follows:
(viii) the amount of any Prepayment Interest Shortfall Amount
paid out of the Company's own funds without any right to
reimbursement therefor;
14. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by replacing the last five lines of 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;
A-3
15. Section 4.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "Purchaser and/or subsequent purchasers of
Residential Mortgage Loans, and various Mortgagors-T&I" in the fourth and
fifth lines of the first sentence of the first paragraph, and replacing it
with the following:
"in trust for SASCO 2003-2A Trust Fund and various Mortgagors".
16. Section 4.16 (Title, Management and Disposition of REO Property) is hereby
amended by (i) replacing the reference to "one year" in the seventh line of
the second paragraph thereof with "three years", (ii) adding two new
paragraphs after the third 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.
Notwithstanding any other provisions of this Agreement, no REO Property
acquired by the Trust Fund shall be rented (or allowed to continue to
be rented) or otherwise used by or on behalf of the Trust Fund in such
a manner or pursuant to any terms that would: (i) cause such REO
Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code; or (ii) subject any Trust
REMIC to the imposition of any federal income taxes on the income
earned from such REO Property, including any taxes imposed by reason of
Sections 860F or 860G(c) of the Code, unless the Company has agreed to
indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
(iii) deleting the first sentence of the third paragraph thereto, (iv)
replacing the words "one" and "sentence" with "three" and "paragraph",
respectively, in the sixth line of the third paragraph thereto, (v)
replacing the word "advances" in the sixth line of the fifth paragraph
thereof with "Monthly Advances", and (vi) 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.
A-4
17. 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 2003-2A
18. 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 D-1 and D-2
hereto (or in such other format mutually agreed to between the Company
and the Master Servicer). The information required by Exhibit D-2 is
limited to that which is readily available to the Company and is
mutually agreed to by the Company and Master Servicer.
19. Section 5.03 (Monthly Advances by Company) is hereby amended by deleting
the last sentence of such Section.
20. Section 8.01 (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, judgements, 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
judgement 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
8.01, 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.
A-5
21. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer"
(b) changing the reference to "five (5) days" to "two (2) Business
Days" in clause (i); and
(c) amending subclause (vii) as follows: "the Company at any time is
neither a Xxxxxx Xxx or Xxxxxxx Mac approved servicer, and the
Master Servicer has not terminated the rights and obligations of
the Company under this Agreement and replaced the Company with a
Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30 days of the
absence of such approval; or".
22. Section 10.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer with the prior written consent
of the Trustee".
23. 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.
24. Section 11.02 (Termination Without Cause) is hereby amended by replacing
the first reference to "Purchaser" with "Xxxxxx Brothers Bank, FSB (with
the prior consent of the Trustee)" and by replacing all other references to
"Purchaser" with "Xxxxxx Brothers Bank, FSB."
25. 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
A-6
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.
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.
A-7
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.
26. 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.
27. Section 12.04 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
28. Section 12.10 (Assignment by Purchaser) is hereby deleted in its entirety.
29. Section 12.11 (Solicitation of Mortgagor) is hereby amended by replacing
the words "the Purchaser" with "Xxxxxx Brothers Bank, FSB" in each
instance.
30. A new Section 12.12 (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.
31. A new Section 12.13 (Officer's Certificate) is hereby added to read as
follows:
(a) By February 28th of each year (of if not a Business Day, the
immediately preceding Business Day), or in connection with any additional
such certifications directly filed by the Depositor upon thirty (30) days
written request, an officer of the Company shall execute and deliver an
Officer's Certificate in the form of Exhibit E attached hereto, signed by
the senior officer in charge of servicing of the Company or any officer to
whom that officer reports, to the Master Servicer for the benefit of such
Master Servicer and its respective officers, directors and affiliates,
certifying as to the following matters:
A-8
(1) Based on my knowledge, the information relating to the
Mortgage Loans submitted by the Company in its monthly reporting
packages delivered to the Master Servicer which is contained in the
reports on Form 8-K and the annual report on Form 10-K with respect to
the transaction, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the date of this
certification;
(2) The servicing information required to be provided to the
Master Servicer by the Company under this Agreement has been provided
to the Master Servicer;
(3) I am responsible for reviewing the activities performed by the
Company under this Agreement and based upon the review required
hereunder, and except as disclosed in the Annual Statement of
Compliance, the Annual Independent Certified Public Accountant's
Servicing Report and all servicing reports, officer's certificates and
other information relating to the servicing of the Mortgage Loans
submitted to the Master Servicer, the Company has, as of this
certification fulfilled its obligations under this Agreement; and
(4) I have disclosed to the Master Servicer all significant
deficiencies relating to the Company's compliance with the minimum
servicing standards in accordance with a review conducted in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or
similar standard as set forth in this Agreement.
The Company shall indemnify and hold harmless the Master Servicer and
its respective officers, directors, agents and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach by the Company or any of its
officers, directors, agents or affiliates of its obligations under this
Section 12.13 any material misstatement or omission in the Officer's
Certificate required under this Section or the negligence, bad faith or
willful misconduct of the Company in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to
hold harmless the Master Servicer, then the Company agrees that it
shall contribute to the amount paid or payable by the Master Servicer
as a result of the losses, claims, damages or liabilities of the Master
Servicer in such proportion as is appropriate to reflect the relative
fault of the Master Servicer on the one hand and the Company on the
other in connection with a breach of the Company's obligations under
this Section 12.13, any material misstatement or omission in the
Officer's Certificate required under this Section or the Company's
negligence, bad faith or willful misconduct in connection therewith.
A-9
EXHIBIT B
Servicing Agreement
See Exhibit 99.6
B-1
EXHIBIT C
Schedule of Serviced Mortgage Loans
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D-1
STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number nodecimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANDE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number twodecimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number twodecimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number twodecimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number twodecimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number twodecimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number twodecimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number nodecimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number sevendecimals
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number sevendecimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number sevendecimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
X-0-0
XXXXXXX X-0
XXXXXXXX XXXXXX FOR MONTHLY DEFAULTED LOAN REPORT
1. Deal Identifier by Loan
2. SBO Loan Number
3. Loan Number
4. Investor Loan Number
5. Street Address
6. City
7. State
8. Zip Code
9. Original Loan Amount
10. Origination Date
11. First Payment Date
12. Current Loan Amount
13. Current Interest Rate
14. Current P&I Payment Amount
15. Scheduled Balance
16. Scheduled Due Date
17. Next Rate Adjustment Date
18. Next Payment Adjustment Date
19. Loan Term
20. Loan Type
21. Servicing Fee
22. Product Type
23. Property Type
24. Ownership Code
25. Actual Due Date
26. Delinquency Status
27. Reason for Default
28. FC Flag
29. Date Loan Reinstated
30. FC Suspended Date
31. Reason Suspended
32. FC Start Date (referral date)
33. Actual Notice of Intent Date
34. Actual First Legal Date
35. Date Bid Instructions Sent
36. Date F/C Sale Scheduled
37. Foreclosure Actual Sale Date
38. Actual Redemption End Date
39. Occupancy Status
40. Occupancy Status Date
41. Actual Eviction Start Date
42. Actual Eviction Complete Date
43. Loss Mit Workstation Status
44. Loss Mit Flag
45. Loss Mit Type
46. Loss Mit Start Date
47. Loss Mit Approval Date
X-0
00. 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
E-2
EXHIBIT E
SEC CERTIFICATION
Aurora Loan Services, Inc.
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxx 00000
Re: Structured Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 2003-2A
----------------------------------------------------------------------------
Reference is made to the Reconstituted Servicing Agreement, dated as of January
1, 2003 (the "Agreement"), by and among Xxxxxx Brothers Bank, FSB, as seller and
Xxxxx Fargo Home Mortgage, Inc., as servicer (the "Company"). I, [identify the
certifying individual], a [title] of the Company hereby certify to Aurora Loan
Services, Inc. (the "Master Servicer") and its respective officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:
1. Based on my knowledge, the information relating to the Mortgage Loans
submitted by the Company in its monthly reporting packages delivered to the
Master Servicer which is contained in the reports on Form 8-K and the
annual report on Form 10-K with respect to the transaction, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as
of the date of this certification;
2. The servicing information required to be provided to the Master Servicer by
the Company under this Agreement has been provided to the Master Servicer;
3. I am responsible for reviewing the activities performed by the Company
under this Agreement and based upon the review required hereunder, and
except as disclosed in the Annual Statement of Compliance, the Annual
Independent Certified Public Accountant's Servicing Report and all
servicing reports, officer's certificates and other information relating to
the servicing of the Mortgage Loans submitted to the Master Servicer by the
Company, the Company has, as of this certification fulfilled its
obligations under this Agreement; and
4. I have disclosed to the Master Servicer all significant deficiencies
relating to the Company's compliance with the minimum servicing standards
in accordance with a review conducted in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth
in this Agreement.
Name: ____________________________
Title: ____________________________
Date: ____________________________
E-1
