Exhibit 99.4
EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as
of the 1st day of September, 2004, by and between XXXXXX BROTHERS BANK, FSB, a
federal savings bank (the "Bank"), and BANK OF AMERICA, N.A., a national banking
association (the "Servicer") having an office at 0000 Xxxxx Xxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000-0000, and acknowledged by AURORA LOAN SERVICES INC., a
Delaware corporation ("Aurora"), and CITIBANK, N.A. (the "Trustee"), recites and
provides as follows:
RECITALS
WHEREAS, Centre Capital Group, Inc. ("CCGI") acquired certain first lien,
fixed and adjustable rate, conventional mortgage loans on a servicing-retained
basis from the Servicer, which mortgage loans were either originated or acquired
by the Servicer.
WHEREAS, such mortgage loans are currently being serviced by the Servicer
for CCGI pursuant to a Master Servicing Agreement for Fixed and Adjustable Rate
Mortgage Loans (the "Master Servicing Agreement"), dated as of May 25, 2000 and
annexed as Exhibit B hereto, by and between CCGI, as owner, and the Servicer, as
servicer.
WHEREAS, pursuant to the Master Mortgage Loan Purchase and Warranties
Agreement, dated as of February 1, 2002 (the "Master Mortgage Loan Purchase
Agreement"), and annexed as Exhibit C hereto, the Bank has purchased or received
from CCGI all of CCGI's right, title and interest in and to certain of the
mortgage loans currently serviced under the Master Servicing Agreement
(hereinafter, the "Mortgage Loans") and assumed for the benefit of the Servicer
the obligations of CCGI as owner under such Agreement.
WHEREAS, the Bank has conveyed certain of the Mortgage Loans, as 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 September 1, 2004 (the "Trust Agreement"), among the
Trustee, Aurora, as master servicer (together with any successor master servicer
appointed pursuant to the provisions of the Trust Agreement, the "Master
Servicer") and SASCO.
WHEREAS, the Bank 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 Bank (with the consent of the Master Servicer) to terminate the
rights and obligations of the Servicer hereunder at any time without cause in
accordance with Section 9.02 of the Master Servicing Agreement and to the other
conditions set forth herein.
WHEREAS, the Bank and the Servicer agree that the provisions of the Master
Servicing Agreement shall continue to apply to the Serviced Mortgage Loans, but
only to the extent provided herein, that this Agreement shall constitute a
Reconstitution Agreement (as such term is defined in the Master Servicing
Agreement) which shall govern the Serviced Mortgage Loans for so long as such
Serviced Mortgage Loans remain subject to the provisions of the Trust Agreement
and that the provisions of the Master Servicing Agreement shall apply to all
Mortgage Loans other than the Serviced Mortgage Loans without giving effect to
the terms of this 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 the
conditions specified herein to terminate for cause the rights and obligations of
the Servicer under this Agreement.
WHEREAS, the Bank 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 Bank 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 Master Servicing Agreement
incorporated by reference herein (regardless of whether such terms are defined
in the Master Servicing Agreement), shall have the meanings ascribed to such
terms in the Trust Agreement.
2. 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 Master Servicing
Agreement, except as otherwise provided herein and on Exhibit A hereto, and that
the provisions of the Master Servicing Agreement, as so modified, are and shall
be a part of this Agreement to the same extent as if set forth herein in full.
3. Master Servicing; Termination of Servicer. The Servicer, including any
successor servicer hereunder, shall be subject to the supervision of the Master
Servicer, which Master Servicer shall be obligated to ensure that the Servicer
services the Serviced Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO
2004-18H Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as the Bank, as owner, under the Master Servicing
Agreement to enforce the obligations of the Servicer under the Master Servicing
Agreement and the term "Owner" as used in the Master Servicing Agreement in
connection with any rights of the Owner shall refer to the Trust Fund or, as the
context requires, the Master Servicer acting in its capacity as agent for the
Trust Fund, except as otherwise specified in Exhibit A hereto. The Master
Servicer shall be entitled to terminate the rights and obligations of the
Servicer under this Agreement upon the failure of the Servicer to perform any of
its obligations under this Agreement, which failure results in an Event of
Default as provided in Section 9.01 of the Master Servicing Agreement.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer assume any of the obligations of the Bank under the Master Servicing
Agreement; and in connection with the performance of the Master Servicer's
duties hereunder, the parties and other signatories hereto agree that the Master
Servicer shall be entitled to all of the rights, protections and limitations of
liability afforded to the Master Servicer under the Trust Agreement.
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4. No Representations. Neither the Servicer nor the Master Servicer shall
be obligated or required to make any representations and warranties regarding
the characteristics of the Serviced Mortgage Loans in connection with the
transactions contemplated by the Trust Agreement and issuance of the
Certificates issued pursuant thereto.
5. 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/ALS 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 Number: 066-611059
Beneficiary: Aurora Loan Services, Inc.
For further credit to: SASCO 2004-18H
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Citibank, N.A.
000 Xxxx Xxxxxx
14th Floor, Xxxx 0
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance-SASCO 0000-00X
Telephone: 000-000-0000
Facsimile: 000-000-0000
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All notices required to be delivered to the Bank hereunder shall be
delivered to the Bank at the following address:
Xxxxxx Brothers Bank, FSB
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Servicer hereunder shall be
delivered to the address of its office as set forth in the first paragraph of
this Agreement, to the attention of the Servicing Manager; Telephone: (804)
000-0000; Telecopier: (000) 000-0000.
6. 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.
7. 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.
8. Reconstitution. The Bank 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 Master Servicing Agreement.
[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: Xxxxxxx Xxxxx
Title: Authorized Signatory
BANK OF AMERICA, N.A.,
as Servicer
By:
-------------------------------------
Name:
Title:
Acknowledged By:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
--------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
CITIBANK, N.A.,
as Trustee
By:
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
EXHIBIT A
Modifications to the Master Servicing Agreement
1. Unless otherwise specified herein, any provisions of the Master Servicing
Agreement, including definitions, relating to (i) representations and
warranties of the Owner and (ii) Whole-Loan Transfers, Pass-Through
Transfers, Acknowledgement Agreements, Closing Dates, Cut-off Dates and
First Remittance Dates shall be disregarded. Unless otherwise specified
herein, for purposes of this Agreement, the exhibits to the Master
Servicing Agreement 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 Trust Agreement.
3. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
"Custodian" means Xxxxx Fargo Bank, National Association.
4. The definition of "Due Period" in Article I is hereby amended in its
entirety to read as follows:
"Due Period": With respect to each Remittance Date, the period
commencing on the second day of the month immediately preceding the
month of such Remittance Date and ending on the first day of the month
of such Remittance Date.
5. 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
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banking authorities, so long as at the time of investment or the
contractual commitment providing for such investment the commercial
paper or other short-term debt obligations of such depository
institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a
holding company, the commercial paper or other short-term debt or
deposit obligations of such holding company or deposit institution, as
the case may be) have been rated by each Rating Agency in its highest
short-term rating category or one of its two highest long-term rating
categories;
(iii) repurchase agreements collateralized by Direct Obligations
or securities guaranteed by Xxxxxx Mae, Xxxxxx Xxx or Xxxxxxx Mac with
any registered broker/dealer subject to Securities Investors'
Protection Corporation jurisdiction or any commercial bank insured by
the FDIC, if such broker/dealer or bank has an uninsured, unsecured
and unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(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
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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.
6. The definition of "Xxxxxx Mae" is hereby added to Article I to immediately
follow the definition of "Xxxxxxx Mac":
"Xxxxxx Mae": The Government National Mortgage Association, or any
successor thereto.
7. The definition of "Monthly Advance" in Article I is hereby amended in its
entirety to read as follows:
"Monthly Advance" means 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.
8. 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 assigned by CCGI to the Bank pursuant to the Master Mortgage
Loan Purchase Agreement and is subject to this Agreement being
identified on the Mortgage Loan Schedule attached to this Agreement,
which Mortgage Loan includes without limitation the Mortgage Loan
documents, the Monthly Reports, Principal Prepayments, Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition
Proceeds and all other rights, benefits, proceeds and obligations
arising from or in connection with such Mortgage Loan.
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9. 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 which were
acquired by the Bank pursuant to the Master Mortgage Loan Purchase
Agreement, which Mortgage Loan Schedule is attached as Exhibit D to
this Agreement.
10. The definition of "Opinion of Counsel" in Article I is hereby amended by
replacing the period at the end of such definition with a semicolon and
adding the following proviso:
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.
11. The definition of "Prepayment Interest Shortfall Amount" in Article I is
hereby amended and restated in its entirety to read as follows:
"Prepayment Interest Shortfall Amount": With respect to any Mortgage
Loan that was subject to a Principal Prepayment in full or in part
during any Due Period, which Principal Prepayment was applied to such
Mortgage Loan prior to such Mortgage Loan's Due Date in such Due
Period, the amount of interest (net of the related Servicing Fee for
Principal Prepayments in full only) that would have accrued on the
amount of such Principal Prepayment during the period commencing on
the date as of which such Principal Prepayment was applied to such
Mortgage Loan and ending on the day immediately preceding such Due
Date, inclusive.
12. The definition of "Qualified Depository" is hereby amended and restated in
its entirety to read as follows:
"Qualified Depository": Any of (i) a federal or state-chartered
depository institution the accounts of which are insured by the FDIC
and whose commercial paper, short-term debt obligations or other
short-term deposits are rated at least "A-1+" by Standard & Poor's if
the deposits are to be held in the account for less than 30 days, or
whose long-term unsecured debt obligations are rated at least "AA-" by
Standard & Poor's if the deposits are to be held in the account for
more than 30 days, or (ii) the corporate trust department of a federal
or state-chartered depository institution subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the Code
of Federal Regulations Section 9.10(b), which, in either case, has
corporate trust powers, acting in its fiduciary capacity, or (iii)
Xxxxxx Brothers Bank, FSB, a federal savings bank.
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13. 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 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. 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 and
REO Disposition Proceeds) of such Monthly Payment collected by the
Servicer or as otherwise provided under this Agreement.
15. The parties hereto acknowledge that Section 2.02 (Books and Records) of the
Master Servicing Agreement shall be modified to indicate that the Servicer
shall prepare and execute at the direction of the Bank any note
endorsements in connection with transfer of the Mortgage Loans to the Trust
Fund as the Owner of the Mortgage Loans and that the
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Bank shall pay for any fees associated with the preparation and execution
of such note endorsements to the Trust Fund.
16. The parties hereto acknowledge that Section 2.03 (Commencement of Servicing
Responsibilities) shall be inapplicable to this Agreement.
17. The parties hereto acknowledge that Section 2.04 (Custodial Agreement)
shall be inapplicable to this Agreement, as superseded by the provisions of
the Custodial Agreement and the Trust Agreement.
18. Section 3.01 (Servicer to Service) is hereby amended and restated in its
entirety to read as follows:
Section 3.01 Servicer to Service.
From the date of origination of the related Mortgage Loans to the
related Closing Date, the Servicer shall have serviced the related
Mortgage Loans in accordance with Accepted Servicing Practices. From
and after the related Closing Date, the Servicer, as an independent
contractor, shall service and administer the Mortgage Loans pursuant
to this Agreement and shall have full power and authority, acting
alone, to do any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable,
consistent with the terms of this Agreement and with Accepted
Servicing Practices.
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 strict compliance with any such term or 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 Owner, 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 and
the Servicer has obtained the prior written consent of the Owner) the
Servicer shall not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate, defer or
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.
With respect to a Reconstitution Agreement, in the event of any such
modification which permits the deferral of interest or principal
payments on any Mortgage Loan, the Servicer shall, on the Business Day
immediately preceding the Remittance Date in any month in which any
such principal or interest payment has been deferred, deposit in the
Custodial Account from its own funds, in accordance with Section 3.04,
the difference between (a) such month's principal and one month's
interest at the Mortgage Loan Remittance Rate on the unpaid principal
balance of such Mortgage Loan and (b) the amount paid by the
Mortgagor. Without limiting the generality of the foregoing, the
Servicer shall
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continue, and is hereby authorized and empowered, to execute and
deliver on behalf of itself and the Owner, all instruments of
satisfaction or cancellation, or of partial or full release, discharge
and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. If reasonably
required by the Servicer, the Owner shall furnish the Servicer with
any powers of attorney and other documents necessary or appropriate to
enable the Servicer to carry out its servicing and administrative
duties under this Agreement.
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.
In servicing and administering the Mortgage Loans, the Servicer
shall employ procedures (including collection procedures) and exercise
the same care that it customarily employs and exercises in servicing
and administering mortgage loans for its own account, giving due
consideration to Accepted Servicing Practices where such practices do
not conflict with the requirements of this Agreement, and the Owner's
reliance on the Servicer.
Absent written consultation and approval by the Owner, as
specified in this Section 3.01, the Servicer may take actions relative
to the servicing and administration of the Mortgage Loans that are
consistent with Accepted Servicing Practices. The parties hereto
acknowledge that references to the "Owner" in the second and third
paragraphs of Section 3.02 shall refer to the Master Servicer, except
that the expense of any environmental inspection or review at the
request of the Master Servicer shall be an expense of the Trust Fund.
19. The parties hereto acknowledge that references to the "Owner" in the second
and third paragraphs of Section 3.02 shall refer to the Master Servicer,
except that the expense of any environmental inspection or review at the
request of the Master Servicer shall be an expense of the Trust Fund.
20. The parties hereto acknowledge that the (i) words "Bank of America, N.A.
in trust for Centre Capital Group, Inc., owner of Fixed and Adjustable Rate
Mortgage Loans, and various Mortgagors' (provided, in the event that this
Agreement is assigned to a third party, the Custodial Account(s) shall be
reestablished in trust for such Assignee)" in the fourth, fifth, sixth and
seventh lines of the first paragraph of Section 3.04 shall be changed to
"Bank of America, N.A. in trust for the SASCO 2004-18H Trust Fund" and (ii)
reference to "Cut-off Date" in the second paragraph of Section 3.04 shall
mean the "close of business on September 1, 2004."
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21. Section 3.06 (Establishment of and Deposits to Escrow Account) is hereby
amended by changing the words "Bank of America, N.A. in trust for Centre
Capital Group, Inc., owner of Fixed and Adjustable Rate Mortgage Loans, and
various Mortgagors' (provided, in the event that this Agreement is assigned
to a third party, the Custodial Account(s) shall be reestablished in trust
for such Assignee)" appearing in the fourth, fifth, sixth and seventh lines
of the first paragraph thereof to "Bank of America, N.A. in trust for the
SASCO 2004-18H Trust Fund."
22. Section 3.18 (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
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, 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 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.
A-8
(iii) deleting the first sentence of the third paragraph thereof, and (iv)
replacing the words "one and a half" and "sentence" with "three" and
"paragraph", respectively, in the sixth and seventh lines of the third
paragraph thereto; and,
(v) by adding the following to the end of such Section:
Prior to acceptance by the Servicer of an offer to sell any REO
Property, the Servicer shall notify the Master Servicer of such offer
in writing which notification shall set forth all material terms of
said offer (each a "Notice of Sale"). The Master Servicer shall be
deemed to have approved the sale of any REO Property unless the Master
Servicer notifies the Servicer in writing, within five (5) days after
its receipt of the related Notice of Sale, that it disapproves of the
related sale, in which case the Servicer shall not proceed with such
sale.
23. Section 4.02 (Statements to Owner) is hereby amended in its entirety to
read as follows:
4.02 Statements to the Master Servicer.
(a) 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: (i) 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 upon by
the Interim Servicer and Master Servicer) (collectively, the "Monthly
Remittance Advice") as to the accompanying remittance and the period
ending on the last calendar day of the preceding month and (ii) all
such information required pursuant to clause (i) above on a magnetic
tape or other similar media reasonably accepted by the Master
Servicer.
(b) Beginning with 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.
(c) The Monthly Remittance Advice shall also include on a current
and cumulative basis the amount of any (i) claims filed, (ii) claim
payments made, (iii) claims denied and (iv) policies cancelled with
respect to those Serviced Mortgage Loans covered by any PMI Policy or
LPMI Policy.
24. Section 4.03 (Monthly Advances by Servicer) is hereby amended by adding the
following new sentence immediately following the first sentence of such
section:
A-9
Any amounts held for future distribution and so used to make
Monthly Advances shall be replaced by the Servicer by deposit in the
Custodial Account on or before any future Remittance Date if funds in
the Custodial Account on such Remittance Date shall be less than
payments to the Trust Fund required to be made on such Remittance
Date.
25. Section 5.01 (Servicing Compensation) is hereby amended by adding the
following sentences at the end of such Section:
The Servicer shall be required to pay all expenses incurred by it
in connection with its servicing activities hereunder and shall not be
entitled to reimbursement thereof except as specifically provided for
herein.
26. Section 5.06 (Annual Independent Public Accountants' Servicing Report) is
hereby amended and restated in its entirety to read as follows:
Section 5.06 Annual Audit Report.
On or before March 15 of each year, beginning with March 15,
2005, 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 the Seller and 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 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.
27. A new Section 5.07 is hereby added to the Master Servicing Agreement to
read as follows:
Section 5.07 Annual Officer's Certificate.
On or before March 15 of each year, beginning with March 15,
2005, the Servicer, at its own expense, will deliver to the Bank 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 officer's supervision, and
(ii) to the best of such officer's 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,
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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.
28. A new Section 5.08 is hereby added to the Master Servicing Agreement to
read as follows:
Section 5.08. SEC Certification. By March 15 of each year (or, if
not a Business Day, the immediately preceding Business Day) beginning
with March 15, 2005, or in connection with any additional such
certifications required to be filed by the Depositor upon thirty (30)
days written request, an officer of the Company shall execute and
deliver an Officer's Certificate in the form of Exhibit F attached
hereto, signed by such officer, to the Master Servicer, to the extent
such receiving party is required to file a certification pursuant to
Section 302 of the Sarbanes Oxley Act of 2002 ("Sarbanes Oxley"), for
the benefit of such Master Servicer and its respective officers,
directors and affiliates.
29. The second, third and fourth paragraphs of Section 6.02 (Remedies for
Breach of Representations and Warranties of the Servicer) are hereby
restated to read as follows:
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 Section 6.01 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, 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
Trustee's option, assign the Servicer's rights and obligations under
this Agreement (or respecting the affected Mortgage 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 10.01.
In addition, the Servicer 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 Servicer's representations and warranties contained in
this Agreement. It is understood and agreed that the remedies set
forth in this Section 6.02 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
Section 6.01 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.
A-11
30. The parties hereto acknowledge that Section 6.03 (Representations and
Warranties of the Owner), Section 6.04 (Remedies for Breach of
Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage
Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a
Whole Loan Transfer on One or More Reconstituted Dates) and Section 7.02
(Owner's Repurchase and Indemnification Obligation) are inapplicable to
this Agreement.
31. Section 7.03 (Indemnification; Third Party Claims) is hereby amended in its
entirety to read as follows:
The Servicer shall indemnify 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 the Bank, the Master
Servicer and the Trustee or any other relevant party if a claim is
made by a third party with respect to this Agreement or the Mortgage
Loans, assume (with the prior written consent of the indemnified
party) the defense of any such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any 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 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 Servicer's indemnification pursuant
to Section 6.02, or the failure of the Servicer to service and
administer the Mortgage Loans in compliance with the terms of this
Agreement.
The Trust Fund shall indemnify the Servicer and hold it harmless
against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs,
judgments, and any other costs, fees and expenses that the Servicer
may sustain in any way related to the failure of the Trustee or the
Master Servicer to perform its duties in compliance with the terms of
this Agreement.
In the event a dispute arises between an indemnified party and
the Servicer with respect to any of the rights and obligations of the
parties pursuant to this Agreement and such dispute is adjudicated in
a court of law, by an arbitration panel or any other judicial process,
then the losing party shall indemnify and reimburse the winning party
for all attorney's fees and other costs and expenses related to the
adjudication of said dispute.
32. Section 8.02 is hereby amended by changing the word "Owner" to "Trustee"
where it appears in the proviso to the third sentence thereof and the word
"Owner" to "Trust Fund" in the fourth sentence of such Section.
A-12
33. The first paragraph of Section 8.03 (Limitation on Resignation and
Assignment by Servicer) is hereby amended in its entirety to read as
follows:
The Servicer shall neither assign this Agreement or the servicing
hereunder or delegate its rights or duties hereunder or any portion
hereof (to other than a third party in the case of outsourcing routine
tasks such as taxes, insurance and property inspection, in which case
the Servicer shall fully liable for such tasks as if the Servicer
performed them itself) or sell or otherwise dispose of all or
substantially all of its property or assets without the prior written
consent of the Trustee and the Master Servicer, which consent shall be
granted or withheld in the reasonable discretion of such parties,
provided, however, that the Servicer may assign its rights and
obligations hereunder without prior written consent of the Trustee and
the Master Servicer to any entity that is directly owned or controlled
by the Servicer, and the Servicer guarantees the performance of such
entity hereunder. In the event of such assignment by the Servicer, the
Servicer shall provide the Trustee and the Master Servicer with a
written statement guaranteeing the successor entity's performance of
the Servicer's obligations under the Agreement.
References to "Owner" in the second and third paragraph 5 of Section 8.03
shall refer to the "Master Servicer acting at the direction, or with the prior
consent of, the Trustee".
34. Section 9.01 is hereby amended by changing the references to "Owner" in the
third and fourth paragraph of such section to "Master Servicer."
35. Section 9.02 (Termination Without Cause) is hereby amended in its entirety
to read as follows:
Section 9.02 Termination Without Cause.
This Agreement shall terminate upon: (i) the later of (a) the
distribution of the final payment or liquidation proceeds on the last
Mortgage Loan to the Owner (or advances by the Servicer for the same),
and (b) the disposition of all REO Property acquired upon foreclosure
of the last Mortgage Loan and the remittance of all funds due
hereunder, or (ii) mutual consent of the Servicer, the Bank and the
Master Servicer in writing or (iii) at the sole option of the Bank,
without cause, upon 30 days written notice. Any such notice of
termination shall be in writing and delivered to the Servicer by
registered mail to the address set forth at the beginning of this
Agreement. The Master Servicer, the Trustee and the Servicer shall
comply with the termination procedures set forth in Sections 10.01 and
10.03 hereof and the procedures set forth below, provided that, in the
event the Bank terminates this Agreement without cause in accordance
with subclause (iii) above, the Bank shall pay the Servicer a
termination fee equal to 2.0% of the aggregate unpaid balance of the
Mortgage Loans as of such termination date.
In connection with any such termination referred to in clause
(ii) or (iii) above, the Bank will be responsible for reimbursing the
Servicer for all
A-13
unreimbursed out-of-pocket Servicing Advances within 15 Business Days
following the date of termination and other reasonable and necessary
out-of-pocket costs associated with any transfer of servicing.
Notwithstanding and in addition to the foregoing, in the event
that (i) a Mortgage Loan becomes delinquent for a period of 90 days or
more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an
REO Property, the Bank may at its election terminate this Agreement
(a) with respect to such Delinquent Mortgage Loan or (b) REO Property,
in each case, upon 15 days' written notice to the Servicer. In the
event of such election, the Bank shall reimburse the Servicer for all
unreimbursed out-of-pocket Servicing Advances and Monthly Advances on
the date of termination and other reasonable and necessary
out-of-pocket costs associated with any transfer of servicing,
including, but not limited to, costs associated with the transfer of
the related files to the Owner's designee.
36. Section 10.01 (Successor 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 (a) pursuant to
Sections 6.02, 7.03, 8.03, 9.01 or 9.02, 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 servicer
meeting the eligibility requirements of this Agreement set forth in
Sections 8.01(i) and (ii) and which shall succeed to all rights and
assume all of the responsibilities, duties and liabilities of the
Servicer under this Agreement with the termination of the Servicer's
responsibilities, duties and liabilities under this Agreement. Any
successor to the Servicer that is not at that time a Servicer of other
mortgage loans for the Trust Fund shall be subject to the approval of
the Master Servicer, the Bank, the Trustee and each Rating Agency.
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 Depositor,
as applicable, may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation
shall be in excess of that permitted the Servicer under this
Agreement. In the event that the Servicer's duties, responsibilities
and liabilities under this Agreement should be terminated pursuant to
the aforementioned sections, the Servicer shall discharge such duties
and responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with
the same degree of diligence and prudence which it is obligated to
exercise under this Agreement, and shall take no action whatsoever
that might impair or prejudice the rights or financial condition of
its successor. The resignation or removal of the Servicer pursuant to
the aforementioned sections
A-14
shall not become effective until a successor shall be appointed
pursuant to this Section 10.01 and shall in no event relieve the
Servicer of the representations and warranties made pursuant to
Section 6.01 and the remedies available to the Trustee under Sections
6.02 and 7.03, it being understood and agreed that the provisions of
such Sections 6.01, 6.02 and 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 the representations and warranties set forth in
Section 6.01 and (ii) an assumption of the due and punctual
performance and observance of each covenant and condition to be
performed and observed by the Servicer under this Agreement, whereupon
such successor shall become fully vested with all the rights, powers,
duties, responsibilities, obligations and liabilities of the Servicer,
with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Servicer or termination of this
Agreement pursuant to Sections 9.01 and 9.02 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 (i) within three (3) Business Days to
the successor servicer the funds in the Custodial Account and Escrow
Account and (ii) within 30 Business Days all Mortgage Loan Documents
and related documents and statements held by it hereunder and the
Servicer shall account for all funds and shall execute and deliver
such instruments and do such other things as may reasonably be
required to more fully and definitively vest in the successor all such
rights, powers, duties, responsibilities, obligations and liabilities
of the Servicer.
Upon a successor's acceptance of appointment as such, the
Servicer shall notify the Trustee and Master Servicer of such
appointment in accordance with the notice procedures set forth herein.
A-15
Except as otherwise provided in this Agreement, all reasonable
costs and expenses incurred in connection with any transfer of
servicing hereunder as a result of a termination of the Servicer for
cause pursuant to Section 9.01 of the Agreement, 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.
37. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03
(Closing Documents), Section 10.07 (Notices) and Section 10.16 (Exhibits)
are inapplicable to this Agreement.
38. A new Section 10.19 hereby added to the Master Servicing Agreement 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-16
EXHIBIT B
Master Servicing Agreement
[See Exhibit 99.12]
B-1
EXHIBIT C
Master Mortgage Loan Purchase and Warranties Agreement
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
Mortgage Loan Schedule
[INTENTIONALLY OMITTED]
D-1
EXHIBIT E-1
STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANDE FOR ACTUAL/ACTUAL, REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL, REQUIRED,
.00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
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
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
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
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
E-2-1
47. Loss Mit Approval Date
48. Loss Mit Removal Date
49. REO Flag
50. Actual REO Start Date
51. REO List Date
52. REO List Price
53. Date REO Offer Received
54. Date REO Offer Accepted
55. REO Scheduled Close Date
56. REO Actual Closing Date
57. REO Net Sales proceeds
58. REO Sales Price
59. Paid Off Code
60. Paid in Full Date
61. MI Certificate Number
62. MI Cost
63. Other Advance Expenses
64. T&I Advances
65. Interest Advances
66. Liquidation Status
67. BK Atty Fees & Costs
68. FC Atty Fees & Costs
69. Eviction Atty Fees & Costs
70. Appraisal, BPO Costs
71. Property Preservation Fees
72. Actual Claim Filed Date
73. Actual Claim Amount Filed
74. Claim Amount Paid
75. Claim Funds Received Date
76. Realized Gain or Loss
77. BK Flag
78. Bankruptcy Chapter
79. Actual Bankruptcy Start Date
80. Actual Payment Plan Start Date
81. Actual Payment Plan End Date
82. Date POC Filed
83. Date Filed Relief/Dismissal
84. Relief/Dismissal Hearing Date
85. Date Relief/Dismissal Granted
86. Post Petition Due Date
87. Prepayment Flag
88. Prepayment Waived
89. Prepayment Premium Collected
90. Partial Prepayment Amount Collected
91. Prepayment Expiration Date
92. Origination Value Date
93. Origination Value Source
94. Original Value Amount
95. FC Valuation Amount
96. FC Valuation Source
E-2-2
97. FC Valuation Date
98. REO Value Source
99. REO Value(As-is)
100. REO Repaired Value
101. REO Value Date
102. Investor/Security Billing Date Sent
E-2-3
EXHIBIT F
SEC CERTIFICATION
Structured Asset Securities Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Aurora Loan Services, Inc.
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxx 00000
Re: Structured Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 2004-18H (the "Transaction")
Reference is made to the Reconstituted Servicing Agreement, dated as of
September 1, 2004 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc.,
as seller, and Bank of America, N.A., as servicer (the "Servicer"). I, [identify
the certifying individual], a [title] of the Servicer hereby certify to Aurora
Loan Services, Inc. (the "Master Servicer"), and its respective officers,
directors and affiliates, and with the knowledge and intent that it 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 information relating to the Mortgage Loans
submitted by the Servicer in its monthly reporting packages delivered to
the Master Servicer with respect to the Transaction, taken as a whole, does
not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading;
3. Based on my knowledge, the Servicing Information required to be provided to
the Master Servicer by the Servicer under the Agreement has been provided
to the Master Servicer; and
4. I am responsible for reviewing the activities performed by the Servicer
under this Agreement and based upon the review required hereunder, and
except as disclosed in the Annual Statement of Compliance, the Annual
Independent Certified Public Accountant's Servicing Report and all
servicing reports, officer's certificates and other information relating to
the servicing of the Mortgage Loans submitted to the Master Servicer by the
Servicer, the Servicer has, fulfilled its obligations under the Agreement
for the period covered by this certification.
F-1
Name:
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Title:
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Date:
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F-2
