EXECUTION COPY
RECONSTITUTED MORTGAGE LOAN SERVICING AGREEMENT
THIS RECONSTITUTED MORTGAGE LOAN SERVICING AGREEMENT (this
"Agreement"), entered into as of the 1st day of January, 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 HSBC BANK USA (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
January 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 HSBC Bank USA, as trustee (the
"Trustee"), pursuant to a trust agreement, dated as of January 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"), Xxxxx
Fargo Bank, National Association, as securities administrator 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 January 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 January 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.
2
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 2004-1 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.
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 2004-1
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc.,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services, Inc.
For further credit to: SARM 2004-1
3
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
HSBC Bank USA
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Issuer Services, SARM 2004-1
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:
Xxxxxx, Xxxxx & Bockius, LLP
0000 Xxxxxx 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.
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]
4
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:
HSBC BANK USA,
as Trustee
By:__________________________
Name:
Title:
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
A-2
(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.
A-3
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;
A-4
(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.
A-5
(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 2004-1 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 2004-1 Trust Fund and various Mortgagors."
15. Section 2.17 (Title, Management and Disposition of REO Property) is
hereby amended as follows:
A-6
(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.
The Servicer agrees that, notwithstanding any other
provisions of this Agreement, no REO Property acquired by the
Trust Fund shall be rented (or allowed to continue to be
rented) or otherwise used by or on behalf of the Trust Fund in
such a manner or pursuant to any terms that would (i) cause
such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code; or (ii)
subject any Trust REMIC to the imposition of any federal
income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Sections 860F or
860G(c) of the Code, unless the Servicer has agreed to
indemnify or hold harmless the Trust Fund with respect to the
imposition of any such taxes.
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.
A-7
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 2004-1
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.
A-8
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.
18. Section 4.06 (Annual Independent Public Accountants' Servicing Report)
is hereby amended by replacing "March 31, 2004" with "March 31, 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.
A-9
The Trust Fund shall indemnify the Servicer and hold
it harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees
and expenses that the Servicer may sustain in any way related
to the failure of the Trustee or the Master Servicer to
perform its duties in compliance with the terms of this
Agreement.
In the event a dispute arises between an indemnified
party and the Servicer with respect to any of the rights and
obligations of the parties pursuant to this Agreement and such
dispute is adjudicated in a court of law, by an arbitration
panel or any other judicial process, then the losing party
shall indemnify and reimburse the winning party for all
attorney's fees and other costs and expenses related to the
adjudication of said dispute.
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:
A-10
(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:
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.
A-11
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:
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.
A-12
Within a reasonable period of time, but in no event
longer than 30 days of the appointment of a successor entity,
the Servicer shall prepare, execute and deliver to the
successor entity any and all documents and other instruments,
place in such successor's possession all Servicing Files, and
do or cause to be done all other acts or things necessary or
appropriate to effect the purposes of such notice of
termination. The Servicer shall cooperate with the Trustee and
the Master Servicer, as applicable, and such successor in
effecting the termination of the Servicer's responsibilities
and rights hereunder and the transfer of servicing
responsibilities to the successor Servicer, including without
limitation, the transfer to such successor for administration
by it of all cash amounts which shall at the time be credited
by the Servicer to the Custodial Account or any Escrow Account
or thereafter received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall
execute, acknowledge and deliver to the Trustee, the Servicer
and the Master Servicer an instrument (i) accepting such
appointment, wherein the successor shall make an assumption of
the due and punctual performance and observance of each
covenant and condition to be performed and observed by the
Servicer under this Agreement, whereupon such successor shall
become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer,
with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Servicer or
termination of this Agreement pursuant to Sections 11.01 or
11.03 shall not affect any claims that the Master Servicer or
the Trustee may have against the Servicer arising out of the
Servicer's actions or failure to act prior to any such
termination or resignation.
The Servicer shall deliver within three (3) Business
Days to the successor Servicer the funds in the Custodial
Account and Escrow Account and all 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.
A-13
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.
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]
C-1
EXHIBIT D
Mortgage Loan Schedule
[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
E-1-1
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
1. Deal Identifier by Loan
2. SBO Loan Number
3. Loan Number
4. Investor Loan Number
5. Street Address
6. City
7. State
8. Zip Code
9. Original Loan Amount
10. Origination Date
11. First Payment Date
12. Current Loan Amount
13. Current Interest Rate
14. Current P&I Payment Amount
15. Scheduled Balance
16. Scheduled Due Date
17. Next Rate Adjustment Date
18. Next Payment Adjustment Date
19. Loan Term
20. Loan Type
21. Servicing Fee
22. Product Type
23. Property Type
24. Ownership Code
25. Actual Due Date
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 2004-1
--------------------------------------------------------------------
Reference is made to the Reconstituted Servicing Agreement, dated as of January
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.
F-1
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Servicer.
Dated:____________________ By:_______________________
Name:_____________________
Title:____________________
F-2
