Exhibit 99.5
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of December, 2004, by and between XXXXXX BROTHERS HOLDINGS
INC., a Delaware corporation (the "Seller" or "Xxxxxx Brothers Holdings"), and
BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (referred
to herein as the "Servicer"), and acknowledged by AURORA LOAN SERVICES INC., a
Delaware corporation ("Aurora"), and JPMORGAN CHASE BANK, N.A. (the "Trustee"),
recites and provides as follows:
RECITALS
WHEREAS, the Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain
conventional, adjustable-rate, residential, first lien mortgage loans (the
"Mortgage Loans") from the Servicer, which Mortgage Loans were either originated
or acquired by the Servicer pursuant to a Flow Mortgage Loan Sale and Servicing
Agreement between the Bank, as Purchaser, and the Servicer, as Seller and as
Servicer, dated August 1, 2004 for Adjustable Rate Mortgage Loans (the "MLSSA")
which is annexed hereto as Exhibit B.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated
December 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 MLSSA 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 MLSSA.
WHEREAS, the Seller has conveyed certain 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 the Trustee, pursuant to a trust
agreement, dated as of December 1, 2004 (the "Trust Agreement"), among the
Trustee, Aurora Loan Services Inc., as master servicer ("Aurora," and, together
with any successor master servicer appointed pursuant to the provisions of the
Trust Agreement, the "Master Servicer"), and SASCO.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by the
Servicer pursuant to the MLSAA.
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
MLSSA shall continue to apply to the Serviced Mortgage Loans and that this
Agreement shall govern the Serviced Mortgage Loans for so long as such Serviced
Mortgage Loans remain subject to the provisions of the Trust Agreement.
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 MLSSA
incorporated by reference herein (regardless of whether such terms are defined
in the MLSSA), 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 December 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
MLSSA, except as otherwise provided herein and on Exhibit A hereto, and that the
provisions of the MLSSA, 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 Subsection 11.05 and Subsection 11.15 of the MLSSA, the remittance
on January 18, 2005 to the Trust Fund is to include principal due after December
1, 2004 (the "Trust Cut-off Date") plus interest, at the Mortgage Loan
Remittance Rate collected during the related Due Period exclusive of any portion
thereof allocable to a period prior to the Trust Cut-off Date, with the
adjustments specified in clauses (b), (c) and (d) of Subsection 11.15 of the
MLSSA.
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 2004-19 Trust Fund (the "Trust Fund") created pursuant to
the Trust Agreement, shall have the same rights as Xxxxxx Brothers Holdings
under the MLSSA to enforce the obligations of the Servicer under the MLSSA and
the term "Purchaser" as used in the MLSSA 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
Subsection 13.01 of the MLSSA. Notwithstanding anything herein to the contrary,
in no event shall the Master Servicer assume any of the obligations of Xxxxxx
Brothers Holdings under the MLSSA 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 Subsection 7.01 of the
MLSSA) in connection with the transactions contemplated by the Trust Agreement
and issuance of the Certificates issued pursuant thereto.
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7. Notices. All notices and communications between or among the
parties hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services Inc.
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Attn: E. Xxxx Xxxxxxxxxx - Xxxxxx Xxxxxxxxx
XXXX 0000-00
Tel: 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, N.A.
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 2004-19
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
JPMorgan Chase Bank, N.A.
4 New York Plaza, 6th Floor
New York, New York 10004
Attention: Institutional Trust Services/Global
Debt - SARM 2004-19
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: Contract Finance- Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
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With a copy to:
Dechert LLP
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
All notices required to be delivered to the Servicer hereunder shall be
delivered to the address of its office as set forth in the MLSSA.
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 PAGE IMMEDIATELY FOLLOWS]
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Seller
By:
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer
By:
-----------------------------------
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
----------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
JPMORGAN CHASE BANK, N.A.,
as Trustee
By:
----------------------------------
Name:
Title:
EXHIBIT A
Modifications to the MLSSA
1. Unless otherwise specified herein, any provisions of the MLSSA,
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 and indemnification
obligations relating to such representations and warranties, (iii)
Whole-Loan Transfers, Agency Transfers and Securitizations and (iv)
Assignments of Mortgage, shall be disregarded for purposes relating to
this Agreement. The exhibits to the MLSSA and all references to such
exhibits shall also be disregarded.
2. A new definition of "Best Efforts" is hereby added to Section 1 to
immediately follow the definition of "Balloon Mortgage Loan", to read as
follows:
Best Efforts: Efforts determined to be reasonably diligent by
the Servicer in its reasonable discretion. Such efforts do not
require the Servicer to enter into any litigation, arbitration
or other legal or quasi-legal proceeding, nor do they require
the Servicer to advance or expend fees or sums of money in
addition to those specifically set forth in this Agreement.
3. The definition of "Eligible Investments" in Section 1 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
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bank insured by the FDIC, if such broker/dealer or bank has an
uninsured, unsecured and unguaranteed obligation rated by each
Rating Agency in its highest short-term rating category;
(iv) securities bearing interest or sold at a
discount issued by any corporation incorporated under the laws
of the United States of America or any state thereof which have
a credit rating from each Rating Agency, at the time of
investment or the contractual commitment providing for such
investment, at least equal to one of the two highest long-term
credit rating categories of each Rating Agency; provided,
however, that securities issued by any particular corporation
will not be Eligible Investments to the extent that investment
therein will cause the then outstanding principal amount of
securities issued by such corporation and held as part of the
Trust Fund to exceed 20% of the sum of the aggregate principal
balance of the Mortgage Loans; provided, further, that such
securities will not be Eligible Investments if they are
published as being under review with negative implications from
either Rating Agency;
(v) commercial paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more
than 180 days after the date of issuance thereof) rated by each
Rating Agency in its highest short-term rating category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct
ownership interests in future interest or principal payments on
obligations of the United States of America or its agencies or
instrumentalities (which obligations are backed by the full
faith and credit of the United States of America) held by a
custodian in safekeeping on behalf of the holders of such
receipts; and
(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 Section 1 to
immediately follow the definition of "GAAP," to read as follows:
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Xxxxxx Mae: The Government National Mortgage Association, or any
successor thereto.
5. The definition of "Mortgage Loan" in Section 1 is hereby amended in its
entirety to read as follows:
Mortgage Loan: An individual servicing retained Mortgage Loan
which has been purchased from the Servicer by Xxxxxx Brothers
Bank, FSB and is subject to this Agreement, being identified on
the Mortgage Loan Schedule to this Agreement, which Mortgage
Loan includes without limitation the Mortgage Loan documents,
the Monthly Reports, Principal Prepayments, Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, REO
Disposition Proceeds and all other rights, benefits, proceeds
and obligations arising from or in connection with such Mortgage
Loan.
6. The definition of "Mortgage Loan Schedule" in Section 1 is hereby
amended in its entirety to read as follows:
Mortgage Loan Schedule: The schedule of Mortgage Loans setting
forth certain information with respect to the Mortgage Loans
which were purchased from the Servicer by Xxxxxx Brothers Bank,
FSB, which Mortgage Loan Schedule is attached as Exhibit D to
this Agreement.
7. The definition of "Opinion of Counsel" in Section 1 is hereby amended by
adding the following proviso at the end of such definition:
provided that any Opinion of Counsel relating to (a)
qualification of the Mortgage Loans in a REMIC or (b) compliance
with the REMIC Provisions, must be an opinion of counsel who (i)
is in fact independent of the Servicer and the Master Servicer
of the Mortgage Loans, (ii) does not have any material direct or
indirect financial interest in the Servicer or the Master
Servicer of the Mortgage Loans or in an affiliate of either and
(iii) is not connected with the Servicer or the Master Servicer
of the Mortgage Loans as an officer, employee, director or
person performing similar functions.
8. The definition of "P&I Advance" in Section 1 is hereby deleted in its
entirety and the definition of Monthly Advance is added to read as
follows and moved in Section 1 to immediately follow the definition of
"LTV" and all references to "P&I Advance" shall be replaced with
"Monthly Advance":
Monthly Advance: With respect to each Remittance Date and each
Mortgage Loan, an amount equal to the Monthly Payment (with the
interest portion of such Monthly Payment adjusted to the
Mortgage Loan Remittance Rate) that was due on the Mortgage Loan
on the Due Date in the related Due Period, and that (i) was
delinquent at the close of business on the related Determination
Date and (ii) was not the subject of a previous Monthly Advance,
but only to the extent that such amount is expected, in the
reasonable judgment of the Servicer, to be recoverable from
collections or other recoveries in respect of such Mortgage
Loan. To the extent that the Servicer determines that any such
amount is not recoverable from collections or other recoveries
in respect of such Mortgage Loan, such determination shall be
evidenced by a certificate of a Servicing Officer delivered to
the Master Servicer setting forth such determination.
9. A new definition of "Prepayment Interest Shortfall Amount" is hereby
added to Section 1 to
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immediately follow the definition of "Person," to read as follows:
Prepayment Interest Shortfall Amount: With respect to any
Mortgage Loan that was subject to a Principal Prepayment in full
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) 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; such amount
of interest shall not exceed the amount of the related Servicing
Fee.
10. The definition of "Principal Prepayment" is hereby amended and restated
to read as follows:
Principal Prepayment: Any payment or other recovery of principal
on a Mortgage Loan which is received in advance of its scheduled
Due Date, including any prepayment charge or premium thereon,
and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment.
11. A new definition of "Principal Prepayment Period" is hereby added to
Section 1 to immediately follow the definition of "Principal
Prepayment," to read as follows:
Principal Prepayment Period: The month preceding the month in
which the related Remittance Date occurs.
12. The definition of "Qualified Depository" is hereby amended and restated
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.
13. A new definition of "Qualified GIC" is hereby added to Section 1 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;
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(b) provide that the Servicer may exercise all of
the rights under such contract or surety bond without the
necessity of taking any action by any other Person;
(c) provide that if at any time the then current
credit standing of the obligor under such guaranteed investment
contract is such that continued investment pursuant to such
contract of funds would result in a downgrading of any rating of
the Servicer the Servicer shall terminate such contract without
penalty and be entitled to the return of all funds previously
invested thereunder, together with accrued interest thereon at
the interest rate provided under such contract to the date of
delivery of such funds to the Trustee;
(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.
14. A new definition of "Rating Agency" is hereby added to Section 1 to
immediately follow the definition of "Qualified GIC," to read as
follows:
Rating Agency: Any of Fitch Ratings, Xxxxx'x Investors Service,
Inc. or Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, Inc., or any successor of the foregoing.
15. The definition of "Servicing Fee" in Section 1 is hereby amended in its
entirety to read as follows:
Servicing Fee: An amount equal to one-twelfth the product of (a)
the Servicing Fee Rate and (b) the outstanding principal balance
of the Mortgage Loan. The Servicing Fee is payable solely from
the interest portion (including recoveries with respect to
interest from Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds) of such Monthly
Payment collected by the Servicer or as otherwise provided under
this Agreement.
16. The parties acknowledge that Section 2 shall be inapplicable to this
Agreement.
17. The parties acknowledge that the provisions of Section 3 are superseded
by Exhibit D attached hereto.
18. The parties acknowledge that Section 4 shall be inapplicable to this
Agreement.
19. The parties acknowledge that Section 5 shall be inapplicable to this
Agreement.
20. The parties hereto acknowledge that Section 6 (Delivery of Mortgage Loan
Documents) of the MLSSA shall be superseded by the provisions of the
Custodial Agreement.
21. Subsection 7.03 (Remedies for Breach of Representations and Warranties)
is hereby amended in its entirety to read as follows:
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It is understood and agreed that the representations and
warranties set forth in Subsection 7.02 shall survive the
engagement of the Servicer to perform the servicing
responsibilities hereunder and the delivery of the Servicing
Files to the Servicer and shall inure to the benefit of the
Trustee, the Trust Fund and the Master Servicer. Upon discovery
by either the Servicer, 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
Servicer to perform its duties and obligations under this
Agreement or otherwise materially and adversely affects the
value of the Mortgage Loans, the Mortgaged Property or the
priority of the security interest on such Mortgaged Property 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 Servicer of any breach of a representation or
warranty set forth in Subsection 7.02 which materially and
adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Loans, the
Mortgaged Property or the priority of the security interest on
such Mortgaged Property, the Servicer shall use its best efforts
promptly to cure such breach in all material respects and, if
such breach cannot be cured, the Servicer shall, at the Master
Servicer's option, assign the Servicer's rights and obligations
under this Agreement (or respecting the affected Loans) to a
successor Servicer selected by the Master Servicer. Such
assignment shall be made in accordance with Subsection 14.03.
In addition, the Servicer 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 Servicer's representations
and warranties contained in this Agreement. It is understood and
agreed that the remedies set forth in this Subsection 7.03
constitute the sole remedies of the Master Servicer, the Trust
Fund and the Trustee respecting a breach of the foregoing
representations and warranties.
Any cause of action against the Servicer relating to or
arising out of the breach of any representations and warranties
made in Subsection 7.02 shall accrue upon (i) discovery of such
breach by the Servicer or notice thereof by the Trustee or
Master Servicer to the Servicer, (ii) failure by the Servicer to
cure such breach within the applicable cure period, and (iii)
demand upon the Servicer by the Trustee or the Master Servicer
for compliance with this Agreement.
22. The parties acknowledge that Section 8 shall be inapplicable to this
Agreement.
23. The parties acknowledge that Section 9 shall be inapplicable to this
Agreement.
24. The parties acknowledge that Section 10 shall be inapplicable to this
Agreement.
25. Subsection 11.01 (Servicer to Act as Servicer; Subservicing) is hereby
amended as follows:
(i) by deleting the fifth paragraph of such subsection and
replacing it with the following:
Consistent with the terms of this Agreement, the
Servicer may waive, modify or vary any term of any Mortgage Loan
or consent to the postponement of any such term or
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in any manner grant indulgence to any Mortgagor if in the
Servicer's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially
adverse to the Master Servicer, the Trustee or the Trust,
provided, however, that unless the Mortgagor is in default with
respect to the Mortgage Loan or such default is, in the judgment
of the Servicer, imminent, the Servicer 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 fifth
paragraph of such subsection:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Servicer
shall forward to the Master Servicer copies of any documents
evidencing such assumption, modification, consolidation or
extension. Notwithstanding anything to the contrary contained in
this Agreement, the Servicer shall not make or permit any
modification, waiver or amendment of any term of any Mortgage
Loan that would cause any REMIC created under the Trust
Agreement to fail to qualify as a REMIC or result in the
imposition of any tax under Section 860F(a) or Section 860G(d)
of the Code.
26. Subsection 11.03 (Collection of Mortgage Loan Payments) is hereby
amended by replacing the words "Continuously from the date hereof until
the principal and interest on all Mortgage Loans are paid in full" in
the first and second lines thereof to "Continuously from the Closing
Date until the date the Mortgage Loans cease to be subject to this
Agreement".
27. Subsection 11.04 (Establishment of Custodial Account; Deposits in
Custodial Account) is hereby amended as follows:
(a) the words "Bank of America, National Association, in
trust for Xxxxxx Brothers Bank, FSB as Purchaser of Mortgage
Loans and various Mortgagors" in the fourth and fifth lines
of the first paragraph shall be replaced by the following
words: "Bank of America, National Association in trust for
the SARM 2004-19 Trust Fund";
(b) by amending clause (i) to read as follows:
(i) the amount of any Prepayment Interest Shortfall
Amount paid out of the Servicer's own funds
without any right to reimbursement therefor;
28. Subsection 11.05 (Withdrawals From the Custodial Account) is hereby
amended as follows:
(a) by replacing the last five lines of clause (c) with the
following:
(c) Servicer's right thereto shall be prior to the
rights of the Trust Fund; provided however, that
in the event that the Servicer 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 Servicer may reimburse itself for such
amounts from the Custodial Account, it being
A-7
understood, in the case of any such
reimbursement, that the Servicer's right thereto
shall be prior to the rights of the Trust Fund;
(b) by deleting the word "and" at the end of clause (h), by
replacing the period at the end of clause (i) with a
semicolon and by adding the following new clauses (j) and
(k):
(j) to invest funds in the Custodial Account in Eligible
Investments in accordance with Subsection 11.04; and
(k) to transfer funds to another Qualified Depository in
accordance with Subsection 11.09 hereof.
29. Subsection 11.06 (Establishment of Escrow Account; Deposits in Escrow
Account) shall be amended as follows:
by deleting the words "Bank of America, National Association, in
trust for Xxxxxx Brothers Bank, FSB as Purchaser of Mortgage
Loans and various Mortgagors" in the fourth and fifth lines of
the first paragraph, and replacing them with the following
words:
"Bank of America, National Association, in trust for the
SARM 2004-19 Trust Fund";
30. Subsection 11.13 (Title, Management and Disposition of REO Property) is
hereby amended (i) by adding two new paragraphs after the second
paragraph thereof to read as follows:
In the event that the Trust Fund acquires any REO
Property in connection with a default or imminent default on a
Mortgage Loan, the Servicer shall dispose of such REO Property
not later than the end of the third taxable year after the year
of its acquisition by the Trust Fund unless the Servicer has
applied for and received a grant of extension from the Internal
Revenue Service to the effect that, under the REMIC Provisions
and any relevant proposed legislation and under applicable state
law, the applicable Trust REMIC may hold REO Property for a
longer period without adversely affecting the REMIC status of
such REMIC or causing the imposition of a federal or state tax
upon such REMIC. If the Servicer has received such an extension
(and provided a copy of the same to the Trustee and the Master
Servicer), then the Servicer shall continue to attempt to sell
the REO Property for its fair market value for such period
longer than three years as such extension permits (the "Extended
Period"). If the Servicer has not received such an extension and
the Servicer is unable to sell the REO Property within the
period ending 3 months before the end of such third taxable year
after its acquisition by the Trust Fund or if the Servicer has
received such an extension, and the Servicer is unable to sell
the REO Property within the period ending three months before
the close of the Extended Period, the Servicer shall, before the
end of the three year period or the Extended Period, as
applicable, (i) purchase such REO Property at a price equal to
the REO Property's fair market value or (ii) auction the REO
Property to the highest bidder (which may be the Servicer) in an
auction reasonably designed to produce a fair price prior to the
expiration of the three-year period or the Extended Period, as
the case may be. The Trustee shall sign any document or take any
other action reasonably requested by the Servicer which would
enable the Servicer, on behalf of the Trust Fund, to request
such grant of extension.
Notwithstanding any other provisions of this Agreement,
no REO Property
A-8
acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used by or on behalf of the
Trust Fund in such a manner or pursuant to any terms that would:
(i) cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code;
or (ii) subject any Trust REMIC to the imposition of any federal
income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Sections 860F or
860G(c) of the Code, unless the Servicer has agreed to indemnify
and hold harmless the Trust Fund with respect to the imposition
of any such taxes;
(ii) by replacing the word "advances" in the eighth line of
the existing third paragraph thereof with "Monthly Advances";
and
(iii) by adding the following to the end of such Subsection:
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.
31. Subsection 11.15 (Distributions) is hereby amended by adding the
following after the second paragraph of such Subsection:
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, N.A.
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 2004-19
32. Subsection 11.16 (Statements to the Purchaser) is hereby amended in its
entirety to read as follows:
Subsection 11.16 Statements to the Master Servicer.
Not later than the tenth calendar day of each month (or
if such calendar day is not a Business Day, the immediately
preceding Business Day), the Servicer shall furnish to the
Master Servicer (a) a monthly remittance advice in the format
set forth in Exhibit E-1 hereto and a monthly defaulted loan
report in the format set forth in Exhibit E-2 hereto (or in such
other format mutually agreed between the Servicer and the Master
Servicer) relating to the period ending on the last day of the
preceding calendar month, (b) all such information required
pursuant to clause (a) above on a magnetic tape or other similar
media reasonably acceptable to the Master Servicer, (c) on a
current and cumulative basis
A-9
the amount of any (i) claims filed, (ii) claims payments made,
(iii) claims denied, (iv) policies cancelled with respect to
those Serviced Mortgage Loans covered by any PMI Policy and (v)
all such other information reasonably required by the Master
Servicer and (d) the amount of any Monthly Advances made by the
Servicer on such Monthly Remittance Date.
Beginning with the calendar year 2005, the Servicer
shall prepare and file any and all tax returns, information
statements or other filings for the portion of the tax year 2004
and the portion of subsequent tax years for which the Servicer
has serviced some or all of the Mortgage Loans hereunder as such
returns, information statements or other filings are required to
be delivered to any governmental taxing authority or to the
Master Servicer pursuant to any applicable law with respect to
the Mortgage Loans and the transactions contemplated hereby. In
addition, the Servicer shall provide the Master Servicer with
such information concerning the Mortgage Loans as is necessary
for the Master Servicer to prepare the Trust Fund's federal
income tax return as the Master Servicer may reasonably request
from time to time.
33. Subsection 11.20 (Annual Statement as to Compliance) is hereby amended
and restated in its entirety to read as follows:
Subsection 11.20 Annual Officer's Certificate.
On or before March 15 of each year, beginning with 2005,
the Servicer, at its own expense, will deliver to Xxxxxx
Brothers Holdings and the Master Servicer a Servicing Officer's
certificate stating, as to each signer thereof, that (i) a
review of the activities of the Servicer during such preceding
fiscal year and of performance under this Agreement has been
made under such officers' supervision, and (ii) to the best of
such officers' knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement for such
year, or, if there has been a default in the fulfillment of all
such obligations, specifying each such default known to such
officer and the nature and status thereof including the steps
being taken by the Servicer to remedy such default.
34. Subsection 11.21 (Annual Independent Public Accountants' Servicing
Report) is hereby amended and restated in its entirety to read as
follows:
Subsection 11.21 Annual Audit Report.
On or before March 15 of each year, beginning with 2005,
the Servicer shall, at its own expense, cause a firm of
independent public accountants (who may also render other
services to Servicer), which is a member of the American
Institute of Certified Public Accountants, to furnish to Xxxxxx
Brothers Holdings and the Master Servicer (i) year-end audited
(if available) financial statements of the Servicer and (ii) a
statement to the effect that such firm has examined certain
documents and records for the preceding fiscal year (or during
the period from the date of commencement of such Servicer's
duties hereunder until the end of such preceding fiscal year in
the case of the first such certificate) and that, on the basis
of such examination conducted substantially in compliance with
the Uniform Single Attestation Program for Mortgage Bankers,
such firm is of the opinion that Servicer's overall servicing
operations have been conducted in compliance with the Uniform
Single Attestation
A-10
Program for Mortgage Bankers except for such exceptions that, in
the opinion of such firm, the Uniform Single Attestation Program
for Mortgage Bankers requires it to report, in which case such
exceptions shall be set forth in such statement.
35. A new Subsection 11.27 (SEC Certificate) is hereby added to read as
follows:
Subsection 11.27 SEC Certificate.
By March 15 of each year, an officer of the Servicer
shall execute and deliver an Officer's Certificate substantially
in the form of Exhibit F attached hereto, signed by an officer
of the Servicer, to the Master Servicer and Depositor for the
benefit of the Master Servicer, the Depositor 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 subsection (a).
36. Subsection 12.01 (Indemnification; Third Party Claims) is hereby amended
and restated in its entirety to read as follows:
The Servicer shall indemnify Xxxxxx Brothers Holdings,
the Trust Fund, the Trustee and the Master Servicer and hold
each of them harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and any other costs,
fees and expenses that any of such parties may sustain in any
way related to the failure of the Servicer to perform its duties
and service the Mortgage Loans in compliance with the terms of
this Agreement. The Servicer immediately shall notify Xxxxxx
Brothers Holdings, the Master Servicer and the Trustee or any
other relevant party if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans, assume (with
the prior written consent of the indemnified party, which
consent shall not be unreasonably withheld or delayed) the
defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against
it or any of such parties in respect of such claim. The Servicer
shall follow any written instructions received from the Trustee
in connection with such claim. The Servicer shall provide the
Trustee with a written report of all expenses and advances
incurred by the Servicer pursuant to this Subsection 12.01, and
the Trustee from the assets of the Trust Fund promptly shall
reimburse the Servicer for all amounts advanced by it pursuant
to the preceding sentence except when the claim is in any way
related to the failure of the Servicer to service and administer
the Mortgage Loans in compliance with the terms of this
Agreement or the gross negligence, bad faith or willful
misconduct of this Servicer.
37. Subsection 12.04 (Seller and Servicer Not to Resign) is hereby amended
and restated in its entirety to read as follows:
Subsection 12.04 Limitation on Resignation and Assignment
by Servicer
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
A-11
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.
38. Subsection 13.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master
Servicer"
(b) adding the words "within the applicable cure period"
after the word "remedied" in the second line of the
second paragraph; and
(c) amending subclause (g) as follows: "the Servicer 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 Servicer under this
Agreement and replaced the Servicer with a Xxxxxx Mae or
Xxxxxxx Mac approved servicer within 30 days of the
absence of such approval;".
39. Subsection 13.02 (Waiver of Default) is hereby amended by changing the
reference to "Purchaser" in such Subsection to "Master Servicer with the
prior written consent of the Trustee".
40. Subsection 14.01 (Termination) is hereby amended by changing the word
"Purchaser" to "Xxxxxx Brothers Holdings."
41. Subsection 14.02 (Termination of the Servicer Without Cause) is hereby
amended by replacing the first reference to "Purchaser" with "Xxxxxx
Brothers Holdings (with the prior consent of the Trustee)" and by
replacing all other references to "Purchaser" with "Xxxxxx Brothers
Holdings."
42. Subsection 14.03 (Successors to the Servicer) is hereby amended in its
entirety to read as follows:
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Subsections 12.04, 13.01, 14.01 or 14.02, the Master Servicer
shall, in accordance with the provisions of the Trust Agreement
(i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this
Agreement, or (ii) appoint a successor 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 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, Xxxxxx Brothers Holdings, 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 Xxxxxx Brothers Holdings, as applicable, may make
A-12
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 Subsections, 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 Subsections shall not become effective until a
successor shall be appointed pursuant to this Subsection 14.03
and shall in no event relieve the Servicer of the
representations and warranties made pursuant to Section 7 and
the remedies available to the Trust Fund under Subsection 7.03
shall be applicable to the Servicer notwithstanding any such
resignation or termination of the Servicer, or the termination
of this Agreement.
Within a reasonable period of time, but in no event
longer than 30 days of the appointment of a successor entity,
the Servicer shall prepare, execute and deliver to the successor
entity any and all documents and other instruments, place in
such successor's possession all Servicing Files, and do or cause
to be done all other acts or things necessary or appropriate to
effect the purposes of such notice of termination. The Servicer
shall cooperate with the Trustee and the Master Servicer, as
applicable, and such successor in effecting the termination of
the Servicer's responsibilities and rights hereunder and the
transfer of servicing responsibilities to the successor
Servicer, including without limitation, the transfer to such
successor for administration by it of all cash amounts which
shall at the time be credited by the Servicer to the Custodial
Account or any Escrow Account or thereafter received with
respect to the Mortgage Loans.
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 Subsections 12.04, 13.01, 14.01 or
14.02 shall not affect any claims that the Master Servicer or
the Trustee may have against the Servicer arising out of the
Servicer's actions or failure to act prior to any such
termination or resignation.
The Servicer shall deliver within three (3) Business
Days of the appointment of a successor Servicer the funds in the
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 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
A-13
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.
43. The parties acknowledge that Section 22 shall be inapplicable to this
Agreement.
44. Section 25 (Amendment) is hereby amended by replacing the words "by the
Purchaser, the Seller and the Servicer by written agreement signed by
the parties hereto" with the words "by written agreement by the Servicer
and Xxxxxx Brothers Holdings, with the written consent of the Master
Servicer and the Trustee".
45. Section 29 (Successors and Assigns) is hereby deleted in its entirety.
46. Section 30 (Non-Solicitation) is hereby amended by replacing the words
"the Purchaser" with "Xxxxxx Brothers Holdings" in each instance.
47. A new Section 32 (Intended Third Party Beneficiaries) is hereby added
below Section 31 to read as follows:
Intended Third Party Beneficiaries. Notwithstanding any
provision herein to the contrary, the parties to this Agreement
agree that it is appropriate, in furtherance of the intent of
such parties as set forth herein, that the Master Servicer and
the Trustee receive the benefit of the provisions of this
Agreement as intended third party beneficiaries of this
Agreement to the extent of such provisions. The 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.
A-14
EXHIBIT B
Mortgage Loan Sale and Servicing Agreement
SEE EXHIBIT 99.8
B-1
EXHIBIT C
Assignment and Assumption Agreement
INTENTIONALLY OMITTED
C-1
EXHIBIT D
Schedule of Serviced Mortgage Loans
[INTENTIONALLY OMITTED]
D-1
EXHIBIT E-1
FORM OF MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANCE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
Example .0025000 for .25%
E-1-1
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-1-2
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
FIELD NAME DESCRIPTION
---------- -----------
% of MI Coverage % of MI Coverage
Actual MI Claim Filed Date The date the Claim to the MI Company was filed
Actual Bankruptcy Start Date (filing date) Actual Bankruptcy Start Date (filing date)
Actual Claim Amount Filed The amount claimed to the MI company on the MI claim
Actual Discharge Date Date Bankruptcy was Discharged
Actual Due Date Next Payment Due Date
Actual Eviction Complete Date Actual Eviction Complete Date
Actual Eviction Start Date Actual Eviction Start Date
Actual First Legal Date Actual First Legal Date
Actual Notice of Intent Date (breach letter date) Actual Notice of Intent Date (breach letter date)
Actual Payment Plan End Date The date the Last Pre-petition payment is due from the
Trustee in a chapter 13 BK
Actual Payment Plan Start Date The date the First Pre-petition payment is due from the
Trustee in a chapter 13 BK
Actual Redemption End Date Actual Redemption End Date
Actual REO Start Date The date the account was received by the REO Deaprtment
Appraisal, BPO Costs Total expenses incurred for the purpose of BPO's or
Appraisals.
Bankruptcy Chapter Bankruptcy Chapter 7,11,13
BK Atty Fees & Costs BK Atty Fees & Costs
BK Flag (Man Code) A code that identifies the account as an active
Bankruptcy.
Bnk Case # (7 digit only) Bnk Case # (7 digit only)
City City
Claim Amount Paid MI Claim Amount
Claim Funds Received Date The date the MI Claim funds were received from the MI
Company
Confirmation Hearing Date Confirmation Hearing Date
Current Interest Rate Current Interest Rate
Current Loan Amount Unpaid Principal Balance
Current P&I Payment Amount Current P&I Payment Amount
Date Bid Instructions Sent Date Bid Instructions Sent to Attorney
Date Filed Relief/Dismissal The date the motion for Relief or Dismissal was filed
with the BK Court
Date Loan Reinstated Date Loan Reinstated
Date POC Filed Date proof of claim filed
E-2-1
Date Relief/Dismissal Granted The date the BK court granted the motion for Relief or
Dismissal
Date REO Offer Accepted Date REO Offer Accepted
Date REO Offer Received Date REO Offer Received
Deal Identifier by Loan Security Name/Cross reference Investor ID (Servicer to
Cross reference)
Delinquency Status (Man Code) 30, 60, 90, BK, FC, REO, Claims or a code that can be
decoded to determine the current status of the account.
Loss Mit Denial Date Loss Mit Denial Date
Eviction Atty Fees & Costs Eviction Atty Fees & Costs
F/B 1st Due (if applicable) F/B 1st Due (if applicable)
F/B Last Due (if applicable) F/B Last Due (if applicable)
FC Atty Fees & Costs FC Atty Fees & Costs
FC Flag A code that identifies the account as an active
Foreclosure.
FC Start Date (referral date) FC Start Date (referral date)
FC Suspended Date FC Suspended Date
FC Valuation Amount The value of the property as determined for the purpose
of foreclosure.
FC Valuation Date The date the property value was determined for the
purpose of foreclosure.
FC Valuation Source The type of valuation that was used to determine the Fc
Valuation amount.
FHA 27011A Transmitted Date FHA 27011A Transmitted Date
FHA 27011B Transmitted Date FHA 27011B Transmitted Date
FHA Case # FHA Case #
FHA Part A Funds Received Date FHA Part A Funds Received Date
First Payment Date First Payment Date
Foreclosure Actual Sale Date Date F/C Sale Held
VA Gaurantee % VA Gaurantee %
Interest Advances Interest Advances
Investor Loan Number Investor Loan Number
INVESTOR/SECURITY BILLING SENT DATE Date claim submitted to investor
Liquidation Status Type of PIF, S/S, 3rd Party etc.
VA Loan Gaurantee Certificate Number VA Loan Gaurantee Certificate Number
Loan Number Servicer Loan Number
Loan Term Loan Term
Loan Type Loan Type
Loss Mit Approval Date Loss Mit Approval Date
Loss Mit Flag (Man Code) A code that identifies the account as an active Loss
Mit account.
Loss Mit Removal Date The date the Loss Mit Department determined that Loss
Mit Options were no longer a viable
E-2-2
option.
Loss Mit Start Date Loss Mit Set-up Date
Loss Mit Type S/S, Forbearance, Repay, Mod,etc.
Loss Mit Workstation Status Completed, Removed, Active
MI Certificate Number MI Certificate Number
MI Cost Price percentage, lender paid only
MI Coverage Y/N MI Coverage Y/N
Monthly MIP Cost The monthly fee paid to HUD to maintain coverage on the
account.
Next Payment Adjustment Date Next Payment Adjustment Date
Next Rate Adjustment Date Next Rate Adjustment Date
Occupancy Status Occupancy Status
Occupancy Status Date The date the occupancy status reported was determined.
Original Loan Amount Original Loan Amount
Original Value Amount The value of the property as determined at the
origination of the account.
Origination Date The date the closing occurred to originate the loan.
ORIGINATION VALUE DATE The date the original Value Amount was determined.
ORIGINATION VALUE SOURCE The type of valuation that was used to determine the
Original Value amount.
Other Advance Expenses Total Advances minus all other/detail and total
Ownership Code
Paid in Full Date Date loan liquidated from system UPB removed Paid Off
Code
Part B Funds Received Date FHA/VA Only
Partial Prepayment Amount Collected
Post Petition Due Date
Prepayment Expiration Date Term
Prepayment Flag
Prepayment Premium Collected
Prepayment Waived
Product Type
Property Condition
PROPERTY PRESERVATION FEES
Property Type
Realized Gain or Loss
Reason for Default
Reason Suspended
Relief/Dismissal Hearing Date
REO Repaired Value
REO Value(As-is)
E-2-3
REO Actual Closing Date
REO Flag (Man Code)
REO List Date
REO List Price
REO Net Sales proceeds
REO Sales Price
REO Scheduled Close Date
REO Value Date
REO VALUE SOURCE
Repay First Due Date
Repay Last Due Date
Repay Next Due Date
Repay Plan Broken Date
Repay Plan Created Date
SBO LOAN NUMBER
Scheduled Balance
Scheduled Due Date
Servicing Fee
State
Street Address
T&I Advances
Title Approval Letter Received Date
Title Package to HUD Date
Title Package to VA Date
VA Claim Funds Received Date
VA Claim Submitted Date
VA FIRST FUNDS RECEIVED AMOUNT
VA FIRST FUNDS RECEIVED DATE
VA XXX Submitted Date
ZIP CODE
FNMA ACTION CODE
FNMA DELINQUENCY REASON CODE
E-2-4
EXHIBIT F
SEC CERTIFICATION
[Date]
Structured Asset Securities Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Aurora Loan Services Inc.
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mail Stop Code - 3195
Re: Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2004-19
Reference is made to the Reconstituted Servicing Agreement dated as of December
1, 2004 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc. (the
"LBH") and Bank of America, National Association (the "Servicer") and
acknowledged by Aurora Loan Services Inc. (the "Master Servicer"), and JPMorgan
Chase Bank, N.A., as Trustee (the "Trustee"). I, [identify the certifying
individual], a [title] of the Servicer, hereby certify to the Master Servicer
and Structured Asset Securities Corporation (the "Depositor"), and their
respective officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:
1. I have reviewed the information required to be delivered to the Master
Servicer pursuant to the Agreement (the "Servicing Information").
2. Based on my knowledge, the Servicing Information does not contain any
material untrue information or omit to state information necessary to make
the Servicing Information, in light of the circumstances under which such
information was provided, not misleading as of the date of this
certification;
3. Based on my knowledge, the Servicing Information has been provided to the
Master Servicer when and as required under the Agreement; and
4. I am responsible for reviewing the activities performed by the Servicer
under the Agreement, and based upon my knowledge and the review required
under the Agreement, and except as disclosed in writing to you on or prior
to the date of this certification either in the accountants' report
required under the Agreement or in disclosure a copy of which is attached
hereto, the Servicer has, for the period covered by the Form 10-K Annual
Report, fulfilled its obligations under this Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
Name: ____________________________
Title: ____________________________
Date: ____________________________
F-1
