EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of May, 2003, by and between XXXXXX BROTHERS HOLDINGS, INC., a
Delaware corporation (the "Seller" or "Xxxxxx Brothers Holdings") and NATIONAL
CITY MORTGAGE CO., New York corporation (referred to herein as the "Servicer"),
recites and provides as follows:
RECITALS
WHEREAS, the Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain
conventional, residential, fixed rate, first lien mortgage loans from the
Servicer, which mortgage loans were either originated or acquired by the
Servicer, pursuant to the Seller's Warranties and Servicing Agreement between
the Bank, as purchaser, and the Servicer, as company, dated as of August 1, 2001
(for Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-1) (the
"Existing Servicing Agreement" and collectively, as amended by Amendment No. 1,
dated as of November 21, 2001, Amendment No. 2, dated as of October 25, 2002 and
Amendment No. 3, dated as of January 14, 2003, the "SWSA") and annexed hereto as
Exhibit B.
WHEREAS, the mortgage loans are currently being serviced by the
Servicer pursuant to the SWSA.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated May
1, 2003 (the "Assignment and Assumption Agreement") annexed as Exhibit C hereto,
the Seller acquired from the Bank all of the Bank's right, title and interest in
and to the mortgage loans currently serviced under the SWSA and assumed for the
benefit of each of the Servicer and the Bank the rights and obligations of the
Bank as owner of such mortgage loans pursuant to the SWSA.
WHEREAS, the Seller has conveyed certain of the mortgage loans
identified on Exhibit D (the "Mortgage Loans") to Structured Asset Securities
Corporation, a Delaware special purpose corporation ("SASCO"), which in turn has
conveyed the Mortgage Loans to Xxxxx Fargo Bank Minnesota, National Association
(the "Trustee"), pursuant to a trust agreement, dated as of May 1, 2003 (the
"Trust Agreement"), among the Trustee, Aurora Loan Services Inc., as master
servicer ("Aurora," and, together with any successor Master Servicer appointed
pursuant to the provisions of the Trust Agreement, the "Master Servicer") and
SASCO.
WHEREAS, the Seller desires that the Servicer continue to service the
Mortgage Loans, and the Servicer has agreed to do so, subject to the rights of
the Seller and the Master Servicer to terminate the rights and obligations of
the Servicer hereunder as set forth herein and to the other conditions set forth
herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the
SWSA shall apply to the Mortgage Loans, except to the extent otherwise provided
herein and that this Agreement shall govern the Mortgage Loans for so long as
such 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 Mortgage Loans
on behalf of the Trustee, and shall have the right, under certain circumstances,
to terminate the rights and obligations of the Servicer under this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the SWSA
incorporated by reference herein (regardless of whether such terms are defined
in the SWSA), shall have the meanings ascribed to such terms in the Trust
Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank,
National Association will act as custodian of the Serviced Mortgage Files for
the Trustee pursuant to the Trust Agreement.
3. Servicing. The Servicer agrees, with respect to the Mortgage Loans,
to perform and observe the duties, responsibilities and obligations that are to
be performed and observed under the provisions of the SWSA, except as otherwise
provided herein and on Exhibit A hereto, and that the provisions of the SWSA, as
so modified, are and shall be a part of this Agreement to the same extent as if
set forth herein in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation
of Section 4.05 and Section 5.01 of the SWSA, the remittance on June 18, 2003 to
the Trust Fund is to include principal due after May 1, 2003 (the "Trust Cut-off
Date") plus interest, at the Mortgage Loan Remittance Rate collected during the
related Due Period exclusive of any portion thereof allocable to a period prior
to the Trust Cut-off Date, with the adjustments specified in clauses (b), (c)
and (d) Section 5.01 of the SWSA.
5. Master Servicing; Termination of Servicer. The Servicer, including
any successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO
2003-17A Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as the Seller under the SWSA to enforce the
obligations of the Servicer under the SWSA and the term "Purchaser" as used in
the SWSA in connection with any rights of the Seller shall refer to the Trust
Fund or, as the content requires, the Master Servicer acting in its capacity as
agent for the Trust Fund, except as otherwise specified in Exhibit A hereto. The
Master Servicer shall be entitled to terminate the rights and obligations of the
Servicer under this Agreement upon the failure of the Servicer to perform any of
its obligations under this Agreement, which failure results in an Event of
Default as provided in Section 10.01 of the SWSA. Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer assume any of the
obligations of the Seller under the SWSA; and in connection with the performance
of the Master Servicer's duties hereunder, the parties and other signatories
hereto agree that the Master Servicer shall be entitled to all of the rights,
protections and limitations of liability afforded to the Master Servicer under
the Trust Agreement.
6. No Representations. Except as described herein, neither the Servicer
nor the Master Servicer shall be obligated or required to make any
representations and warranties regarding the characteristics of the Mortgage
Loans (other than those representations and warranties made by the Servicer in
Section 3.02 of the SWSA) in connection with the transactions contemplated by
the Trust Agreement and issuance of the Certificates issued pursuant thereto.
The Servicer hereby makes the following additional representations and
warranties which may be enforced in accordance with the SWSA:
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(a) No Mortgage Loan originated on or after October 1, 2002
and secured by a Mortgaged Property located in the State of Georgia is
a "home loan" and is either a "covered" or "high cost loan" as defined
in the Georgia Fair Lending Act, as amended.
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, SASCO 0000-00X
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc., Master Servicing Payment
Clearing Account
Account No.: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SASCO 2003-17A
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Xxxxx Fargo Bank Minnesota, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Client Manager - SASCO 0000-00X
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Xxxxxx, Xxxxx & Xxxxxxx, 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 SWSA.
8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, NOTWITHSTANDING NEW YORK OR
OTHER CHOICE OF LAW RULES TO THE CONTRARY.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
instrument.
10. Reconstitution. This Seller and the Servicer agree that this
Agreement is a "Reconstitution Agreement" and that the date hereof is the
"Reconstitution Date," each as defined in the SWSA.
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.
as Seller
By:
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Authorized Signatory
NATIONAL CITY MORTGAGE CO.,
as Servicer
By:
-------------------------------------
Name: Xxxx Xxxx Xxxxxxxx
Title: Vice President
Acknowledged:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
-----------------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee
By:
------------------------------------------
Name:
Title:
EXHIBIT A
Modifications to the SWSA
1. Unless otherwise specified herein, for purposes of this Agreement,
including definitions, relating to (i) representations and warranties of
the Purchaser, (ii) the sale and purchase of the Mortgage Loans, (iii)
Whole Loan and Pass-Through Transfers and Reconstitution, and (iv)
Assignments of Mortgage Loans, shall be disregarded. The exhibits to the
SWSA and all references to such exhibits shall also be disregarded.
2. The definition of "Custodial Agreement" in Article I is hereby amended in
its entirety to read as follows:
"Custodial Agreement" means the Custodial Agreement, dated May 1, 2003,
by and between Xxxxx Fargo Bank Minnesota, National Association and
U.S. Bank, National Association.
3. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
"Custodian" means U.S. Bank, National Association.
4. The definition of "Eligible Investments" in Article I is hereby amended in
its entirety to read as follows:
"Eligible Investments": Any one or more of the obligations and
securities listed below which investment provides for a date of
maturity not later than the Determination Date in each month:
(i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of
America or any agency or instrumentality of the United States of
America the obligations of which are backed by the full faith and
credit of the United States of America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in, certificates
of deposits of, or bankers' acceptances issued by, any depository
institution or trust company (including U.S. subsidiaries of foreign
depositories and the Trustee or any agent of the Trustee, acting in its
respective commercial capacity) incorporated or organized under the
laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking authorities,
so long as at the time of investment or the contractual commitment
providing for such investment the commercial paper or other short-term
debt obligations of such depository institution or trust company (or,
in the case of a depository institution or trust company which is the
principal subsidiary of a holding company, the commercial paper or
other short-term debt or deposit obligations of such holding company or
deposit institution, as the case may be) have been rated by each Rating
Agency in its highest short-term rating category or one of its two
highest long-term rating categories;
(iii) repurchase agreements collateralized by Direct Obligations
or securities guaranteed by Xxxxxx 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;
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(iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of
America or any state thereof which have a credit rating from each
Rating Agency, at the time of investment or the contractual commitment
providing for such investment, at least equal to one of the two highest
long-term credit rating categories of each Rating Agency; provided,
however, that securities issued by any particular corporation will not
be Eligible Investments to the extent that investment therein will
cause the then outstanding principal amount of securities issued by
such corporation and held as part of the Trust Fund to exceed 20% of
the sum of the aggregate principal balance of the Mortgage Loans;
provided, further, that such securities will not be Eligible
Investments if they are published as being under review with negative
implications from 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.
5. The definition of "Xxxxxx Mae" is hereby added to Article I to immediately
follow the definition of "GEMICO":
"Xxxxxx Xxx": The Government National Mortgage Association, or any
successor thereto.
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6. The definition of "Monthly Advance" in Article I is hereby amended in its
entirety to read as follows:
"Monthly Advance": With respect to each Remittance Date and each
Mortgage Loan, an amount equal to the Monthly Payment (with the
interest portion of such Monthly Payment adjusted to the Mortgage Loan
Remittance Rate) that was due on the Mortgage Loan on the Due Date in
the related Due Period, and that (i) was delinquent at the close of
business on the related Determination Date and (ii) was not the subject
of a previous Monthly Advance, but only to the extent that such amount
is expected, in the reasonable judgment of the Company, to be
recoverable from collections or other recoveries in respect of such
Mortgage Loan. To the extent that the Company determines that any such
amount is not recoverable from collections or other recoveries in
respect of such Mortgage Loan, such determination shall be evidenced by
a certificate of a Servicing Officer delivered to the Master Servicer
setting forth such determination and the procedures and considerations
of the Company forming the basis of such determination, which shall
include a copy of any broker's price opinion and any other information
or reports obtained by the Company which may support such
determinations.
7. The definition of "Mortgage Loan" in Article I is hereby amended in its
entirety to read as follows:
"Mortgage Loan": An individual servicing retained Mortgage Loan which
has been purchased from the Company by the Purchaser 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.
8. The definition of "Mortgage Loan Schedule" in Article I is hereby amended
in its entirety to read as follows:
"Mortgage Loan Schedule": The schedule of Mortgage Loans setting forth
certain information with respect to the Mortgage Loans purchased from
the Company by the Purchaser, which Mortgage Loan Schedule is attached
as Exhibit D to this Agreement.
9. The definition of "Opinion of Counsel" in Article I 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 Company and the Master Servicer of the Mortgage
Loans, (ii) does not have any material direct or indirect financial
interest in the Company or the Master Servicer of the Mortgage Loans or
in an affiliate of either and (iii) is not connected with the Company
or the Master Servicer of the Mortgage Loans as an officer, employee,
director or person performing similar functions.
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10. The definition of "Prepayment Interest Shortfall Amount" is hereby amended
in its entirety to read as follows:
Prepayment Interest Shortfall Amount: With respect to any Mortgage Loan
that was subject to a voluntary (not including discounted payoffs)
Principal Prepayment in full or in part during any Due Period, which
Principal Prepayment was applied to such Mortgage Loan prior to such
Mortgage Loan's Due Date in such Due Period, the amount of interest
(net of the related Servicing Fee for Principal Prepayments in full
only) that would have accrued on the amount of such Principal
Prepayment during the period commencing on the date as of which such
Principal Prepayment was applied to such Mortgage Loan and ending on
the day immediately preceding such Due Date, inclusive.
11. The definition of "Qualified Depository" is hereby amended 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, a
division of The XxXxxx-Xxxx Companies 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, a division
of The XxXxxx-Xxxx Companies 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.
12. The 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 Company 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 Company, the Company 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 Company's interest therein shall be
transferable to any successor Company or the Master Servicer hereunder;
and
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(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the Custodial Account, as the case
may be, not later than the Business Day prior to any Determination
Date.
13. The definition of "Servicing Fee" in Article I is hereby amended in its
entirety to read as follows:
"Servicing Fee": An amount equal to one-twelfth the product of (a) the
Servicing Fee Rate and (b) the outstanding principal balance of the
Mortgage Loan. The Servicing Fee is payable solely from the interest
portion (including recoveries with respect to interest from Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition
Proceeds) of such Monthly Payment collected by the Company or as
otherwise provided under this Agreement.
14. The parties acknowledge that the fourth paragraph of Section 2.02 (Books
and Records; Transfers of Mortgage Loans) shall be inapplicable to this
Agreement.
15. The parties acknowledge that Section 2.03 (Delivery of Documents) shall be
superceded by the provisions of the Custodial Agreement.
16. Section 3.01(c) (No Conflicts) is hereby amended by deleting the words "the
acquisition of the Mortgage Loans by the Company, the sale of the Mortgage
Loans to the Purchaser or the transactions contemplated hereby."
17. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second sentence thereof.
18. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans as evidenced by the consummation
of the transactions contemplated by this Agreement."
19. Section 3.01(i) (Selection Process), Section 3.01(j) (Pool
Characteristics), Section 3.01(l) (Sale Treatment), Section 3.01(n) (No
Broker's Fees'), Section 3.01(o) (Origination) and Section 3.01(p) (Fair
Consideration) shall be inapplicable to this Agreement.
20. Section 3.03 (Remedies for Breach of Representations and Warranties) is
hereby amended in its entirety to read as follows:
It is understood and agreed that the representations and
warranties set forth in Section 3.01 (a) through (h), (k) and (m) are
hereby restated as of the Closing Date and shall survive the engagement
of the Company to perform the servicing responsibilities hereunder and
the delivery of the Servicing Files to the Company and shall inure to
the benefit of the Trustee, the Trust Fund and the Master Servicer.
Upon discovery by either the Company, the Master Servicer or the
Trustee of a breach of any of the foregoing representations and
warranties which materially and adversely affects the ability of the
Company to perform its duties and obligations under this Agreement or
otherwise materially and adversely affects the value of the Mortgage
Loans, the Mortgaged Property or the priority of the security interest
on such Mortgaged Property or the interest of the Trustee or the Trust
Fund, the party discovering such breach shall give prompt written
notice to the other.
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Within 60 days of the earlier of either discovery by or notice to
the Company of any breach of a representation or warranty set forth in
Section 3.01 which materially and adversely affects the ability of the
Company to perform its duties and obligations under this Agreement or
otherwise materially and adversely affects the value of the Mortgage
Loans, the Mortgaged Property or the priority of the security interest
on such Mortgaged Property, the Company shall use its best efforts
promptly to cure such breach in all material respects and, if such
breach cannot be cured, the Company shall, at the Trustee's option,
assign the Company's rights and obligations under this Agreement (or
respecting the affected Loans) to a successor servicer selected by the
Trustee with the prior consent and approval of the Master Servicer.
Such assignment shall be made in accordance with Section 12.01.
In addition, the Company shall indemnify (from its own funds) the
Trustee, the Trust Fund and the Master Servicer and hold each of them
harmless against any costs resulting from any claim, demand, defense or
assertion based on or grounded upon, or resulting from, a breach of the
Company's representations and warranties contained in this Agreement.
It is understood and agreed that the remedies set forth in this Section
3.01 constitute the sole remedies of the Master Servicer, the Trust
Fund and the Trustee respecting a breach of the foregoing
representations and warranties.
Any cause of action against the Company relating to or arising out
of the breach of any representations and warranties made in Section
3.01 shall accrue upon (i) discovery of such breach by the Company or
notice thereof by the Trustee or Master Servicer to the Company, (ii)
failure by the Company to cure such breach within the applicable cure
period, and (iii) demand upon the Company by the Trustee or the Master
Servicer for compliance with this Agreement.
21. Section 4.01 (Company to Act as Servicer) is hereby amended as follows:
(i) by deleting the first, second and third sentences of the second
paragraph of such section and replacing it with the following:
Consistent with the terms of this Agreement, the Company may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of any such term or in any manner grant indulgence to any
Mortgagor if in the Company's reasonable and prudent determination such
waiver, modification, postponement or indulgence is not materially
adverse to the Purchaser, provided, however, that unless the Mortgagor
is in default with respect to the Mortgage Loan or such default is, in
the judgment of the Company, imminent, the Company shall not permit any
modification with respect to any Mortgage Loan that would change the
Mortgage Interest Rate, forgive the payment of principal or interest,
reduce or increase the outstanding principal balance (except for actual
payments of principal) or change the final maturity date on such
Mortgage Loan.
(ii) by adding the following to the end of the second paragraph of such
section:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Company shall
forward to the Master Servicer copies of any documents evidencing such
assumption, modification, consolidation or extension. Notwithstanding
anything to the contrary contained in this Agreement, the Company shall
not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan that would cause any REMIC created under the Trust
Agreement to fail to qualify as a REMIC or result in the imposition of
any tax under Section 860F(a) or Section 860G(d) of the Code.
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22. Section 4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
(a) the words "National City Mortgage Corp in trust for the Purchaser
of Conventional Residential Fixed Rate Mortgage Loans, Group
2001-1 and various Mortgagors" in the fourth, fifth and sixth
lines of the first sentence of the first paragraph shall be
replaced by the following words: "National City Mortgage Co. in
trust for the SASCO 2003-17A Trust Fund".
(b) by amending clause (viii) to read as follows:
(viii) the amount of any Prepayment Interest Shortfall Amount paid
out of the Company's own funds without any right to
reimbursement therefor;
23. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by replacing the last five lines of clause (ii) with the following:
Company's right thereto shall be prior to the rights of the Trust Fund;
provided however, that in the event that the Company determines in good
faith that any unreimbursed Monthly Advances will not be recoverable
from amounts representing late recoveries of payments of principal or
interest respecting the particular Mortgage Loan as to which such
Monthly Advance was made or from Liquidation Proceeds or Insurance
Proceeds with respect to such Mortgage Loan, the Company may reimburse
itself for such amounts from the Custodial Account, it being
understood, in the case of any such reimbursement, that the Company's
right thereto shall be prior to the rights of the Trust Fund;
24. Section 4.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "National City Mortgage Corp., in trust for
the Purchaser of Conventional Residential Fixed Rate Mortgage Loans, Group
No. 2001-1 and various Mortgagors" in the fourth, fifth and sixth lines of
the first sentence of the first paragraph, and replacing it with the
following words:
"National City Mortgage Co. in trust for the SASCO 2003-17A Trust
Fund".
25. Section 4.16 (Title, Management and Disposition of REO Property) is hereby
amended by:
(i) replacing the reference to "one year" in the seventh line of the
second paragraph thereof with "three years"; and (ii) 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
Company shall dispose of such REO Property not later than the end of
the third taxable year after the year of its acquisition by the Trust
Fund unless the Company has applied for and received a grant of
extension from the Internal Revenue Service to the effect that, under
the REMIC Provisions and any relevant proposed legislation and under
applicable state law, the applicable Trust REMIC may hold REO Property
for a longer period without adversely affecting the REMIC status of
such REMIC or causing the imposition of a federal or state tax upon
such REMIC. If the Company has received such an extension, then the
Company shall continue to attempt to sell the REO Property for its fair
market value for such period longer than three years as such extension
permits (the "Extended Period"). If the Company has not received such
an extension and the Company is unable to sell the REO Property within
the period ending 3 months before the end of such third taxable year
after its acquisition by the Trust Fund or if the Company has received
such an extension, and the Company is unable to sell the REO Property
within the period ending three months before the close of the Extended
Period, the Company shall, before the end of the three year period or
the Extended Period, as applicable, (i) purchase such REO Property at a
price equal to the REO Property's fair market value or (ii) auction the
REO Property to the highest bidder (which may be the Company) in an
auction reasonably designed to produce a fair price prior to the
expiration of the three-year period or the Extended Period, as the case
may be. The Trustee shall sign any document or take any other action
reasonably requested by the Company which would enable the Company, on
behalf of the Trust Fund, to request such grant of extension.
A-7
Notwithstanding any other provisions of this Agreement, no REO
Property acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would: (i) cause
such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code; or (ii) subject any
Trust REMIC to the imposition of any federal income taxes on the income
earned from such REO Property, including any taxes imposed by reason of
Sections 860F or 860G(c) of the Code, unless the Company has agreed to
indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
(iii) deleting the first sentence of the third paragraph thereof,
(iv) replacing the words "one" and "sentence" with "three" and
"paragraph", respectively, in the fifth line of the third paragraph
thereto, and (v) replacing the word "advances" in the sixth line of the
fifth paragraph thereof with "Monthly Advances";
(vi) by adding the following to the end of such Section:
Prior to acceptance by the Company of an offer to sell any REO
Property, the Company shall notify the Master Servicer of such offer in
writing which notification shall set forth all material terms of said
offer (each a "Notice of Sale"). The Master Servicer shall be deemed to
have approved the sale of any REO Property unless the Master Servicer
notifies the Company in writing, within five (5) days after its receipt
of the related Notice of Sale, that it disapproves of the related sale,
in which case the Company shall not proceed with such sale.
26. Section 5.01 (Remittances) is hereby amended by adding the following after
the second paragraph of such Section:
All remittances required to be made to the Master Servicer
shall be made to the following wire account or to such other
account as may be specified by the Master Servicer from time to
time:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc., Master Servicing Payment
Clearing Account
Account No.: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SASCO 2003-17A
A-8
27. Section 5.02 (Statements to Purchaser) is hereby amended in its entirety to
read as follows:
Section 5.02 Statements to Master Servicer.
Not later than the tenth calendar day of each month, the Company
shall furnish to the Master Servicer monthly reports providing
information to be mutually agreed upon by the Company and Master
Servicer prior to first due date of such reports and in formats similar
to Exhibit E-1 and Exhibit E-2.
28. Section 6.04 (Annual Statement as to Compliance) is hereby amended and
restated in its entirety to read as follows:
Section 6.04 Annual Officer's Certificate.
On or before the last day of February of each year, beginning with
February 28, 2004, the Company, at its own expense, will deliver to the
Purchaser and the Master Servicer a Servicing Officer's certificate
stating, as to each signer thereof, that (i) a review of the activities
of the Company 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 Company 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 Company to remedy such default.
29. Section 6.05 (Annual Independent Public Accountants' Servicing Report) is
hereby amended and restated in its entirety to read as follows:
Section 6.05 Annual Audit Report.
On or before the last day of February of each year, beginning with
February 28, 2004, the Company shall, at its own expense, cause a firm
of independent public accountants (who may also render other services
to Company), which is a member of the American Institute of Certified
Public Accountants, to furnish to the Purchaser and Master Servicer (i)
year-end audited (if available) financial statements of the Company 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 Company'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 Company's
overall servicing operations have been conducted in compliance with the
Uniform Single Attestation 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.
30. A new Section 6.08 is hereby added to this Agreement to read as follows:
Section 6.08 SEC Certificate.
(a) 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
subsection (a).
A-9
31. Section 9.01 (Indemnification; Third Party Claims) is hereby amended by
deleting Subsection (a) and replacing it with the following:
(a) The Company shall indemnify the Purchaser, the Trust Fund, the
Trustee and the Master Servicer and hold each of them harmless against
any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and
any other costs, fees and expenses that any of such parties may sustain
in any way related to the failure of the Company to perform its duties
and service the Mortgage Loans in strict compliance with the terms of
this Agreement. The Company immediately shall notify the Purchaser, the
Master Servicer and the Trustee or any other relevant party if a claim
is made by a third party with respect to this Agreement or the Mortgage
Loans, assume (with the prior written consent of the indemnified party,
which consent shall not be unreasonably withheld or delayed) the
defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or any of such
parties in respect of such claim. The Company shall follow any written
instructions received from the Trustee in connection with such claim.
The Company shall provide the Trustee with a written report of all
expenses and advances incurred by the Company pursuant to this Section
9.01, and the Trustee from the assets of the Trust Fund promptly shall
reimburse the Company for all amounts advanced by it pursuant to the
preceding sentence except when the claim is in any way relates to the
failure of the Company to service and administer the Mortgage Loans in
strict compliance with the terms of this Agreement or the gross
negligence, bad faith or willful misconduct of this Company.
32. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer"
(b) changing the reference to "five days" to "two Business Days" in
subclause (i);
(c) amending subclause (vii) as follows: "the Company at any time is
neither a Xxxxxx Xxx or Xxxxxxx Mac approved servicer, and the
Master Servicer has not terminated the rights and obligations of
the Company under this Agreement and replaced the Company with a
Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30 days of the
absence of such approval; or"; and
(d) adding the words "within the applicable cure period" after the
word "remedied" in the second line of the second paragraph.
33. Section 10.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer with the prior written consent
of the Trustee."
A-10
34. Section 11.01 (Termination) is hereby amended by restating subclause (ii)
thereof to read as below and adding the following sentence after the first
sentence of Section 11.01:
(ii) mutual consent of the Company and the Trustee in writing, provided
such termination is also acceptable to the Master Servicer and the
Rating Agencies.
At the time of any termination of the Company pursuant to Section
11.01, the Company shall be entitled to all accrued and unpaid
Servicing Fees and unreimbursed Servicing Advances and Monthly
Advances; provided, however, in the event of a termination for cause
under Section 10.01 hereof, such unreimbursed amounts shall not be
reimbursed to the Company until such amounts are received by the Trust
Fund from the related Mortgage Loans.
35. The first paragraph of Section 11.02 (Termination Without Cause) is hereby
amended by replacing the first reference to "Purchaser" with "Xxxxxx
Brothers Holdings Inc. (with the prior consent of the Trustee)" and by
replacing all other references to "Purchaser" with "Xxxxxx Brothers
Holdings Inc."
36. Section 12.01 (Successor to Company) is hereby amended in its entirety to
read as follows:
Simultaneously with the termination of the Company's
responsibilities and duties under this Agreement pursuant to Sections
9.04, 10.01, 11.01(ii) or 11.02 the Master Servicer shall, in
accordance with the provisions of the Trust Agreement (i) succeed to
and assume all of the Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor meeting
the eligibility requirements of this Agreement, and which shall succeed
to all rights and assume all of the responsibilities, duties and
liabilities of the Company under this Agreement with the termination of
the Company's responsibilities, duties and liabilities under this
Agreement. Any successor to the Company that is not at that time a
servicer of other mortgage loans for the Trust Fund shall be subject to
the approval of the Master Servicer, the Purchaser, the Trustee and
each Rating Agency (as such term is defined in the Trust Agreement).
Unless the successor servicer is at that time a servicer of other
mortgage loans for the Trust Fund, each Rating Agency must deliver to
the Trustee a letter to the effect that such transfer of servicing will
not result in a qualification, withdrawal or downgrade of the
then-current rating of any of the Certificates. In connection with such
appointment and assumption, the Master Servicer or the Purchaser, as
applicable, may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation
shall be in excess of that permitted the Company under this Agreement.
In the event that the Company's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Company shall discharge such duties and
responsibilities during the period from the date it acquires knowledge
of such termination until the effective date thereof with the same
degree of diligence and prudence which it is obligated to exercise
under this Agreement, and shall take no action whatsoever that might
impair or prejudice the rights or financial condition of its successor.
The resignation or removal of the Company pursuant to the
aforementioned sections shall not become effective until a successor
shall be appointed pursuant to this Section 12.01 and shall in no event
relieve the Company of the representations and warranties made pursuant
to Sections 3.01 and 3.02 and the remedies available to the Trust Fund
under Section 3.03 shall be applicable to the Company notwithstanding
any such resignation or termination of the Company, or the termination
of this Agreement.
A-11
Within a reasonable period of time, but in no event longer than 30
days of the appointment of a successor entity, the Company shall
prepare, execute and deliver to the successor entity any and all
documents and other instruments, place in such successor's possession
all Servicing Files, and do or cause to be done all other acts or
things necessary or appropriate to effect the purposes of such notice
of termination. The Company shall cooperate with the Trustee and the
Master Servicer, as applicable, and such successor in effecting the
termination of the Company's responsibilities and rights hereunder and
the transfer of servicing responsibilities to the successor servicer,
including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be
credited by the Company to the Account or any Escrow Account or
thereafter received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Trustee, the Company and the Master
Servicer an instrument (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 Company under this Agreement, whereupon such successor
shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like
effect as if originally named as a party to this Agreement. Any
termination or resignation of the Company or termination of this
Agreement pursuant to Sections 9.04, 10.01, 11.01 or 11.02 shall not
affect any claims that the Master Servicer or the Trustee may have
against the Company arising out of the 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
Company shall account for all funds and shall execute and deliver such
instruments and do such other things as may reasonably be required to
more fully and definitively vest in the successor all such rights,
powers, duties, responsibilities, obligations and liabilities of the
Company.
Upon a successor's acceptance of appointment as such, the Company
shall notify the Trustee and Master Servicer of such appointment in
accordance with the notice procedures set forth herein.
Except as otherwise provided in this Agreement, all reasonable
costs and expenses incurred in connection with any transfer of
servicing hereunder (whether as a result of termination or removal of
the Company or resignation of the Company or otherwise), including,
without limitation, the costs and expenses of the Master Servicer or
any other Person in appointing a successor servicer, or of the Master
Servicer in assuming the responsibilities of the Company hereunder, or
of transferring the Servicing Files and the other necessary data to the
successor servicer shall be paid by the terminated, removed or
resigning Company from its own funds without reimbursement.
37. Section 12.02 (Amendment) is hereby amended by replacing the words "by the
Company and the Purchaser by written agreement signed by the Company and
the Purchaser" with "by written agreement by the Company and the Purchaser,
with the written consent of the Master Servicer and the Trustee."
A-12
38. Section 12.04 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
39. Section 12.10 (Assignment by Purchaser) is hereby deleted in its entirety.
40. Section 12.11 (No Personal Solicitation) is hereby amended by replacing the
words "the Purchaser" with "Xxxxxx Brothers Holdings Inc." in each
instance.
41. A New Section 12.12 (Intended Third Party Beneficiaries) is hereby added to
read as follows:
Section 12.12 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 Company shall have the same obligations to the
Master Servicer and the Trustee as if they were parties to this
Agreement, and the Master Servicer and the Trustee shall have the same
rights and remedies to enforce the provisions of this Agreement as if
they were parties to this Agreement. The Company shall only take
direction from the Master Servicer (if direction by the Master Servicer
is required under this Agreement) unless otherwise directed by this
Agreement. Notwithstanding the foregoing, all rights and obligations of
the Master Servicer and the Trustee hereunder (other than the right to
indemnification) shall terminate upon termination of the Trust
Agreement and of the Trust Fund pursuant to the Trust Agreement.
A-13
EXHIBIT B
Seller's Warranties and Servicing Agreement
See Exhibit 99.8
EXHIBIT C
Assignment and Assumption Agreement
[Intentionally Omitted]
C-1
EXHIBIT D
Schedule of Mortgage Loans
[Intentionally Omitted]
D-1
EXHIBIT E-1
STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number nodecimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANDE FOR ACTUAL/ACTUAL, REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number twodecimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number twodecimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number twodecimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number twodecimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number twodecimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number twodecimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number nodecimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number sevendecimals
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number sevendecimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number sevendecimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
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
26. Delinquency Status
27. Reason for Default
28. FC Flag
29. Date Loan Reinstated
30. FC Suspended Date
31. Reason Suspended
32. FC Start Date (referral date)
33. Actual Notice of Intent Date
34. Actual First Legal Date
35. Date Bid Instructions Sent
36. Date F/C Sale Scheduled
37. Foreclosure Actual Sale Date
38. Actual Redemption End Date
39. Occupancy Status
40. Occupancy Status Date
41. Actual Eviction Start Date
42. Actual Eviction Complete Date
43. Loss Mit Workstation Status
44. Loss Mit Flag
45. Loss Mit Type
46. Loss Mit Start Date
47. Loss Mit Approval Date
X-0
00. Loss Mit Removal Date
49. REO Flag
50. Actual REO Start Date
51. REO List Date
52. REO List Price
53. Date REO Offer Received
54. Date REO Offer Accepted
55. REO Scheduled Close Date
56. REO Actual Closing Date
57. REO Net Sales proceeds
58. REO Sales Price
59. Paid Off Code
60. Paid in Full Date
61. MI Certificate Number
62. MI Cost
63. Other Advance Expenses
64. T&I Advances
65. Interest Advances
66. Liquidation Status
67. BK Atty Fees & Costs
68. FC Atty Fees & Costs
69. Eviction Atty Fees & Costs
70. Appraisal, BPO Costs
71. Property Preservation Fees
72. Actual Claim Filed Date
73. Actual Claim Amount Filed
74. Claim Amount Paid
75. Claim Funds Received Date
76. Realized Gain or Loss
77. BK Flag
78. Bankruptcy Chapter
79. Actual Bankruptcy Start Date
80. Actual Payment Plan Start Date
81. Actual Payment Plan End Date
82. Date POC Filed
83. Date Filed Relief/Dismissal
84. Relief/Dismissal Hearing Date
85. Date Relief/Dismissal Granted
86. Post Petition Due Date
87. Prepayment Flag
88. Prepayment Waived
89. Prepayment Premium Collected
90. Partial Prepayment Amount Collected
91. Prepayment Expiration Date
92. Origination Value Date
93. Origination Value Source
94. Original Value Amount
95. FC Valuation Amount
96. FC Valuation Source
97. FC Valuation Date
X-0
00. REO Value Source
99. REO Value(As-is)
100. REO Repaired Value
101. REO Value Date
102. Investor/Security Billing Date Sent
E-3
EXHIBIT F
SEC CERTIFICATION
[Date]
Structured Asset Securities Corporation
745 7th Avenue, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Loan Services, Inc.
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxx 00000
Re: Structured Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 2003-17A
----------------------------------------------------------------------------
Reference is made to the Reconstituted Servicing Agreement dated as of May 1,
2003 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc. (the "LBH")
and National City Mortgage Co. (the "Servicer") and acknowledged by Aurora Loan
Services, Inc. (the "Master Servicer") and LaSalle Bank National Association, 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.
NATIONAL CITY MORTGAGE CO.
Name: ____________________________
Title: ____________________________
Date: ____________________________
F-1
