May 1, 2004
Colonial Savings, F.A.
0000 Xxxx Xxxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: X. Xxxxx Xxxxxxx
Reference is made to that certain Correspondent Servicing Agreement,
dated as of June 26, 2002 (the "Servicing Agreement") annexed as Exhibit C, by
and between the Colonial Savings, F.A. (the "Servicer"), Xxxxxx Brothers Bank,
FSB (the "Bank") and Aurora Loan Services Inc. (the "Master Servicer"). This
notice constitutes a "Transfer Notice" as contemplated by Section 7.01 of the
Servicing Agreement. Capitalized terms used herein without definition and
defined in the Servicing Agreement are used herein as defined therein. Reference
is also made to that certain Assignment and Assumption Agreement, dated as of
May 1, 2004 (the "Assignment") annexed as Exhibit A, by and between the Bank and
Xxxxxx Brothers Holdings Inc. (the "Owner") pursuant to which the Owner acquired
from the Bank all of the Bank's right, title and interest in and to certain of
the Mortgage Loans currently serviced under the Servicing Agreement and assumed
for the benefit of the Servicer and the Bank the rights and obligations of the
Bank as owner of such Mortgage Loans pursuant to the Servicing Agreement.
Exhibits D-1 and D-2 hereto shall supercede Exhibits C-1 and C-2 to the
Servicing Agreement.
The Servicer is hereby notified that the Owner has effected a
Reconstitution with respect to the mortgage loans listed on the attached
schedule (the "Mortgage Loans"). The Servicer is hereby advised of the following
with respect to such Reconstitution and the related Mortgage Loans:
EFFECTIVE DATE OF RECONSTITUTION: May 1, 2004
CUT-OFF DATE: May 1, 2004
NEW OWNER: HSBC Bank USA, as trustee for the Structured Asset
Securities Corporation, Series 2004-7 Certificateholders
NIM SECURITY: Any net interest margin security issued by an owner trust
or special purpose entity that is holding all rights, title and
interest in and to the Class P and Class X Certificates issued by the
Trust Fund (as defined below).
NIMS INSURER: Collectively, any insurance companies issuing a financial
guaranty insurance policy covering certain payments to be made on NIM
Securities pursuant to a NIMs Transaction.
NIMS TRANSACTION: Any transaction in which NIM Securities are secured,
in part, by the payments on the Class P and Class X Certificates issued
by the Trust Fund (as defined below).
MASTER SERVICER: Aurora Loan Services Inc.
The Servicer is also hereby advised that a REMIC election has been made
with respect to the Mortgage Loans subject to the Reconstitution.
By countersigning this notice and returning it to the Master Servicer
named above, the Servicer hereby acknowledges and agrees that, from and after
the Effective Date, the Servicer shall service the Mortgage Loans in accordance
with the terms of the Servicing Agreement for the benefit of the New Owner named
above, as the Owner of the Mortgage Loans. From and after the Effective Date,
the New Owner named above shall have the same rights under the Servicing
Agreement as the Initial Owner named therein with respect to the Mortgage Loans.
In addition to the terms and conditions set forth in the Servicing
Agreement, the Servicer hereby acknowledges and agrees that on or before the
last day of February of each year, beginning with February 28, 2005, the
Servicer, at its own expense, will deliver to the Owner, the Master Servicer and
the NIMs Insurer a Servicing Officer's certificate stating, as to each signer
thereof, that (i) a review of the activities of the Servicer during such
preceding fiscal year and of performance under this Agreement has been made
under such officers' supervision, and (ii) to the best of such officers'
knowledge, based on such review, the Servicer has fulfilled all its obligations
under this Agreement for such year, or, if there has been a default in the
fulfillment of all such obligations, specifying each such default known to such
officer and the nature and status thereof including the steps being taken by the
Servicer to remedy such default.
For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as
amended, ("Xxxxxxxx-Xxxxx") is required to be given on behalf of Structured
Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates, Series
2004-7 (the "Trust Fund,") no later than March 15th of each year (or if not a
Business Day, the immediately preceding Business Day), or at any other time that
the Master Servicer, Structured Asset Securities Corporation (the "Depositor"),
Xxxxx Fargo Bank, National Association (the "Securities Administrator") or HSBC
Bank USA (the "Trustee") provides a certification pursuant to Xxxxxxxx-Xxxxx and
upon thirty (30) days written request of such parties, an officer of the
Servicer shall execute and deliver an Officer's Certificate to the Master
Servicer, the Trustee, the NIMs Insurer and the Depositor for the benefit of the
Trust Fund and the Master Servicer, the Trustee, the NIMs Insurer and the
Depositor and their officers, directors and affiliates, in the form of Exhibit B
hereto.
In addition to the terms and conditions set forth in the Servicing
Agreement, any and all rights of the Master Servicer to receive notice from the
Servicer pursuant to the Servicing Agreement shall hereby be equally granted to
the NIMs Insurer. For any and all obligations of the Servicer to obtain consent
from the Master Servicer pursuant to the Servicing Agreement, the Servicer must
also obtain such consent from the NIMs Insurer.
Notwithstanding any provision herein to the contrary, the parties to
the Servicing Agreement and this Transfer Notice agree that it is appropriate,
in furtherance of the intent of such parties as set forth herein, that the NIMs
Insurer receive the benefit of the provisions of the Servicing Agreement and
this Transfer Notice as an intended third party beneficiary of the Servicing
Agreement and this Transfer Notice to the extent of such provisions. The
Servicer shall have the same obligations to the NIMs Insurer as if it was a
party to the Servicing Agreement and this Transfer Notice, and the NIMs Insurer
shall have the same rights and remedies to enforce the provisions of the
Servicing Agreement and this Transfer Notice as if it was a party to this
Agreement. Notwithstanding the foregoing, all rights of the NIMs Insurer set
forth in the Servicing Agreement and this Transfer Notice shall exist only so
long as the NIM Securities issued pursuant to the NIMs Transaction remain
outstanding or the NIMs Insurer is owed amounts in respect of its guarantee of
payment on such NIM Securities.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
2
XXXXXX BROTHERS HOLDINGS INC., as Owner
By:
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Authorized Signatory
Acknowledged by:
COLONIAL SAVINGS, F.A.,
as Servicer
By:
------------------------------------
Name:
Title:
3
EXHIBIT A
Assignment Agreement
[INTENTIONALLY OMITTED]
A-1
EXHIBIT B
Structured Asset Securities Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Aurora Loan Services Inc.
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Re: Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2004-7
---------------------------------------------------------------------
Reference is made to the Transfer Notice, dated as of May 1, 2004 (the
"Notice"), by and among Xxxxxx Brothers Holdings Inc., as owner and Colonial
Savings, F.A., as servicer (the "Servicer"). I, [identify the certifying
individual], a [title] of the Servicer, hereby certify to HSBC Bank USA, as
trustee (the "Trustee"), Aurora Loan Services Inc., as master servicer (the
"Master Servicer") and Structured Asset Securities Corporation, as depositor
(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 Servicing 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 Servicing Agreement;
4. I am responsible for reviewing the activities performed by the Servicer
under the Servicing Agreement, and based upon the review required
thereunder, and except as disclosed in writing to you on or prior to the
date of this certification ( a copy of which disclosure is attached
hereto), the Servicer has, as of the date of this certification, fulfilled
its obligations under this Servicing Agreement; and
B-1
5. I have disclosed to the accountants conducting the annual review required
under Section 6.05 of the Servicing Agreement all significant deficiencies
relating to the Servicer's compliance with the Servicing Agreement.
COLONIAL SAVINGS, F.A.
Name: ____________________________
Title: ____________________________
Date: ____________________________
B-2
EXHIBIT C
Servicing Agreement
See Exhibit 99.5
C-1
EXHIBIT D-1
FORM OF MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANCE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 AMOUNT, .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 AMOUNT, .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%
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
D-1-1
EXHIBIT D-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
FIELD NAME DESCRIPTION
---------- -----------
% of MI Coverage % of MI Coverage
Actual MI Claim Filed Date The date the Claim to the MI Company was filed
Actual Bankruptcy Start Date (filing date) Actual Bankruptcy Start Date (filing date)
Actual Claim Amount Filed The amount claimed to the MI company on the MI claim
Actual Discharge Date Date Bankruptcy was Discharged
Actual Due Date Next Payment Due Date
Actual Eviction Complete Date Actual Eviction Complete Date
Actual Eviction Start Date Actual Eviction Start Date
Actual First Legal Date Actual First Legal Date
Actual Notice of Intent Date (breach letter date) Actual Notice of Intent Date (breach letter date)
Actual Payment Plan End Date The date the Last Pre-petition payment is due from the
Trustee in a chapter 13 BK
Actual Payment Plan Start Date The date the First Pre-petition payment is due from the
Trustee in a chapter 13 BK
Actual Redemption End Date Actual Redemption End Date
Actual REO Start Date The date the account was received by the REO Deaprtment
Appraisal, BPO Costs Total expenses incurred for the purpose of BPO's or
Appraisals.
Bankruptcy Chapter Bankruptcy Chapter 7,11,13
BK Atty Fees & Costs BK Atty Fees & Costs
BK Flag (Man Code) A code that identifies the account as an active
Bankruptcy.
Bnk Case # (7 digit only) Bnk Case # (7 digit only)
City City
Claim Amount Paid MI Claim Amount
Claim Funds Received Date The date the MI Claim funds were received from the MI Company
Confirmation Hearing Date Confirmation Hearing Date
Current Interest Rate Current Interest Rate
Current Loan Amount Unpaid Principal Balance
Current P&I Payment Amount Current P&I Payment Amount
Date Bid Instructions Sent Date Bid Instructions Sent to Attorney
Date F/C Sale Scheduled The date the Foreclosure sale is scheduled to occur.
Date Filed Relief/Dismissal The date the motion for Relief or Dismissal was
filed with the BK Court
Date Loan Reinstated Date Loan Reinstated
D-2-1
Date POC Filed Date proof of claim filed
Date Relief/Dismissal Granted The date the BK court granted the motion for Relief or
Dismissal
Date REO Offer Accepted Date REO Offer Accepted
Date REO Offer Received Date REO Offer Received
Deal Identifier by Loan Security Name/Cross reference Investor ID (Servicer to Cross
reference)
Delinquency Status (Man Code) 30, 60, 90, BK, FC, REO, Claims or a code that can be
decoded to determine the current status of the account.
Loss Mit Denial Date Loss Mit Denial Date
Eviction Atty Fees & Costs Eviction Atty Fees & Costs
F/B 1st Due (if applicable) F/B 1st Due (if applicable)
F/B Last Due (if applicable) F/B Last Due (if applicable)
FC Atty Fees & Costs FC Atty Fees & Costs
FC Flag A code that identifies the account as an active Foreclosure.
FC Start Date (referral date) FC Start Date (referral date)
FC Suspended Date FC Suspended Date
FC Valuation Amount The value of the property as determined for the
purpose of foreclosure.
FC Valuation Date The date the property value was determined for the purpose
of foreclosure.
FC Valuation Source The type of valuation that was used to determine
the Fc Valuation amount.
FHA 27011A Transmitted Date FHA 27011A Transmitted Date
FHA 27011B Transmitted Date FHA 27011B Transmitted Date
FHA Case # FHA Case #
FHA Part A Funds Received Date FHA Part A Funds Received Date
First Payment Date First Payment Date
Foreclosure Actual Sale Date Date F/C Sale Held
VA Gaurantee % VA Gaurantee %
Interest Advances Interest Advances
Investor Loan Number Investor Loan Number
INVESTOR/SECURITY BILLING SENT DATE Date claim submitted to investor
Liquidation Status Type of PIF, S/S, 3rd Party etc.
VA Loan Gaurantee Certificate Number VA Loan Gaurantee Certificate Number
Loan Number Servicer Loan Number
Loan Term Loan Term
Loan Type Loan Type
Loss Mit Approval Date Loss Mit Approval Date
Loss Mit Flag (Man Code) A code that identifies the account as an active Loss Mit
account.
Loss Mit Removal Date The date the Loss Mit Department determined that Loss Mit
Options were no longer a viable option.
Loss Mit Start Date Loss Mit Set-up Date
Loss Mit Type S/S, Forbearance, Repay, Mod,etc.
D-2-2
Loss Mit Workstation Status Completed, Removed, Active
MI Certificate Number MI Certificate Number
MI Cost Price percentage, lender paid only
MI Coverage Y/N MI Coverage Y/N
Monthly MIP Cost The monthly fee paid to HUD to maintain coverage on the
account.
Next Payment Adjustment Date Next Payment Adjustment Date
Next Rate Adjustment Date Next Rate Adjustment Date
Occupancy Status Occupancy Status
Occupancy Status Date The date the occupancy status reported was determined.
Original Loan Amount Original Loan Amount
Original Value Amount The value of the property as determined at the origination
of the account.
Origination Date The date the closing occurred to originate the loan.
ORIGINATION VALUE DATE The date the original Value Amount was determined.
ORIGINATION VALUE SOURCE The type of valuation that was used to determine the Original Value
amount.
Other Advance Expenses Total Advances minus all other/detail and total
Ownership Code
Paid in Full Date Date loan liquidated from system UPB removed
Paid Off Code
Part B Funds Received Date FHA/VA Only
Partial Prepayment Amount Collected
Post Petition Due Date
Prepayment Expiration Date Term
Prepayment Flag
Prepayment Premium Collected
Prepayment Waived
Product Type
Property Condition
PROPERTY PRESERVATION FEES
Property Type
Realized Gain or Loss
Reason for Default
Reason Suspended
Relief/Dismissal Hearing Date
REO Repaired Value
REO Value(As-is)
REO Actual Closing Date
REO Flag (Man Code)
REO List Date
D-2-3
REO List Price
REO Net Sales proceeds
REO Sales Price
REO Scheduled Close Date
REO Value Date
REO VALUE SOURCE
Repay First Due Date
Repay Last Due Date
Repay Next Due Date
Repay Plan Broken Date
Repay Plan Created Date
SBO LOAN NUMBER
Scheduled Balance
Scheduled Due Date
Servicing Fee
State
Street Address
T&I Advances
Title Approval Letter Received Date
Title Package to HUD Date
Title Package to VA Date
VA Claim Funds Received Date
VA Claim Submitted Date
VA FIRST FUNDS RECEIVED AMOUNT
VA FIRST FUNDS RECEIVED DATE
VA XXX Submitted Date
ZIP CODE
FNMA ACTION CODE
FNMA DELINQUENCY REASON CODE
D-2-4
